Remnant's Beast Wars
by howard576
Summary: When two alien ships crash on Remnant a war will break out between the two. A war that will change the the course of that world and it's people.
1. Beast wars part 1

**Well here is the first chapter of my beast wars/rwby crossover. To be honest I'd thought there'd be more transformers rwby crossovers out there. I would like to thank everyone who reviewed my preview and hope you like this. Please enjoy.**

 **Disclaimer: I do not own either beast wars or rwby**

Chapter 1: Beast wars part 1

Space is always quiet even above the world of Remnant, but today that peace was disappearing when space it itself was rippling and from the ripple there was a large flash and after the flash out came two ships firing on each other. The first looked like the top of a trident with the front had a small head with two fangs like fins pointing to it. The back had two fins coming from the side that went far behind the ship and the small head from the front continued to near the end of the fins.

The other ship that was chasing the first ship had a large back with a section on each side that looked like they could move inside the ship. It even hand what looked like a shirt on the bottom in the front. As you moved form the back to the front you could see that things got smaller, with serval guns on the front. There were many poles sticking out form the ship as well.

As the ships flew through space they were exchanging fire with each other as they flew to the nearby planet with a broken moon in orbit. Meanwhile with the ships the 2nd ship wasn't doing too well as it was getting hit hard.

"Aw, hull break in sector 7. Guidance systems failing!" Said a young voice from inside the ship. Meanwhile the rest of the crew weren't doing that good either. At a console a bronze and silver looking robot wasn't happy about anything.

"Ow man, this is ridiculous! We're an exploration ship, not a battle cruiser." Said the robot as he tried to control the ship as the best he could. Meanwhile in the centre of the room the captain of the ship answered his crewmate.

"No choice. Our ship was the only one that could lock onto Megatron's wrap signature." Said the captain while the ship rocked back and forth from the battle. Meanwhile the youngest member had more bad news to give.

"Shields are doing a major fade." Said the youngest of the group as the screen in front of him was flashing red with a picture of the ship on.

Knowing he had to act fast the captain gave out more orders. "Plasma cannons to full power!" Ordered the captain and a Robot with a green hand pulled down a lever near him.

Meanwhile on the other ship they saw how much damage the chasing ship had. "Their shields are down! Destroy them!" Cried a gruff voice form inside the side. Inside a robot with a purple head and red eyes looked at the Robot who said it.

"Now where's the fun in that? A little torment I say first. Yes. Side guns!" Said the Leader as his ship flew beside the other ship. Front the top of the ship four guns came out and blast the other ship so badly that it started to fall to the planet below.

"Rupture! The stasis hold is failing" Said the youngest young meanwhile the last member of the crew had something to add to that.

"Were going down." Said the last member who had a green head with gold trimming and red eyes.

Meanwhile the captain thought about their situation and made a call. "Launch all pods! Get them into safe orbit!" Ordered the captain as back of the ship opened up and dozens of pods flew out and hanged in the orbit around the planet. The captain knew it was a risk leaving them out there, but he knew they would be safer out there then with them.

Seeing that the pods were safe the captain turned his attention to the enemy before them. "All plasma cannons fire!" Ordered the captain as the ship turned around to face the other ship fire blast after blast onto it. The force of the blasts caused the other ship to loss control and fall to the planet below as well. As they fell the trident ship lost on of its fins and as two ships went in different directions the trident on heading for a large landmass while the other was heading for a small island. Little did the two crews know was that this world was inhabited.

 **Remnant, Vale, Patch**

The island of Patch was located west of the kingdom of Vale. Even though it was an island it was a thriving place due to Signal Academy. Right now it was night there and many were getting ready for bed or already in bed, but one place was very alive. This was the Xiao Long/Rose house, and the oldest daughter of the house was having a party with her friends for graduating from Signal Academy. Everyone was having fun except for the youngest of the house, she was currently sitting on the roof of her house watching the stars.

She had black and red hair and had silver eyes. She was wearing a shirt with red trimming and a black blouse. She also had a black corset with red lacing and the most interesting thing about her was her red clock she was wearing. This was Ruby Rose and right now she was sad. In a few months her sister Yang was going to Beacon and was leaving her behind. Sure she had others friends but her sister filled such a large part of her life she didn't want her to go.

Not wanting to think about anymore she deiced to head back inside, but as she got up she heard a noise looking around Ruby then saw a fire ball in the sky. Shocked by this she could only watch as it landed a fair bit away from her place. Then Ruby felt the shock wave form the fire ball landing. The force was so strong it made Ruby fall over. Wondering what happened Ruby rushed inside and saw that everyone was still parting as if they didn't feel anything. Walking over to her sister, Ruby found her drinking.

Ruby sister Yang had long blond hair and lilac eyes. She was currently wearing a tan vest with gold piping over a yellow low-cut crop top. On the top there was picture that looks like a burning heart. She also had on black short and a brown belt that had a pouch and banner attached to it.

"Yang! Didn't you feel the ground move just now?" Asked Ruby as her sister looked at her, before laughing.

"Yeah sis, cause this is one great party." Replied Yang without a care for the world, before returning to her drink. earing this Ruby left and headed to her room h

Hearing that Ruby just left the party and headed to her room. Once in Ruby started to pack her bag with what she need and got out Crescent Rose.

'Well if Yang doesn't care then I'll find out what that fireball is tomorrow' thought Ruby as she then went to bed. Little did she know that going after that fireball was going to change her life forever.

 **Next day**

The night morning Ruby's alarm went off and she quickly got out of bed and dressed. She then grabbed her stuff and slowly went pass the living room where Yang had her party the other night. Looking inside Ruby saw everyone passed out all over the place. Looking around the room Ruby finally saw Yang asleep on a table. Seeing she was still asleep Ruby left the house, but if she looked back at the house she would have seen Yang watching her through a window.

"Where are you going Ruby?" Yang asked herself as she would have followed her, but with all her friend here she couldn't just up and leave.

Meanwhile at the Axalon (one of the ships that fell the night before) one could see that the ship was probably never going to fly again because it was caught between two rocks and was over a river. The only reason it hadn't fallen in was because of a ledge keeping the front of the ship up and stable.

"Damage report." Requested the Captain as he and the other woke up from their crash.

"Believe me you don't want to know." Replied the youngest member of the crew.

"That what I thought." Was all he captain said.

Meanwhile over at the Darksyde its crew wasn't doing any better. The ship landed in the middle of a lava field and the middle of the ship was sticking up somewhat and its remaining wing had a stone pillar going through it. In the end this ship was never going to fly again.

"Navigation is this the right planet?" Asked the captain to the computer system terminal that was in front of him as he sat alone in a room.

"Unknown. Course setting were accurate, but readings are inconsistent for those for expected destination." Replied the computer, but the captain didn't care about that.

"Never mind that! Tell me there is energon here." Said the captain as clenched he hand as terminal showed the world they were on.

"Confirmed. However scans had also picked up an unknown signature similar to that of energon." Answered the computer said.

"Yes! The planet has energon." Said the captain happily not caring about the other thing, but before he could do anything else the computer spoke up again.

"Too much energon. Field readings are off the scale. Continued exposer to robotic form will result in permanent damage." Said the computer as it showed the results to the captain.

Hearing this the captain slammed his fist down into the chair in anger, but then he got an idea. "Then we will create alternate forms, based on the most powerful local creatures." Said the captain, but was still mad that he had to go through all this trouble.

Meanwhile of the crew member got everything ready. "Scanners ahaha actived ha." Said the crew member with a weird laugh as he started the system.

Meanwhile above the Darksyde a probe was launched. Soon the probe emitted two a purple field's from it scanning the nearby area. As it scanned it pick the fossil remains of the t-rex, velociraptor, and a pterodactyl. On the screen in front of the crew member it showed the fossils, but like how they were when they were alive. Meanwhile the scans also picked up a wasp that was fighting with a spider. Finally the scanner passed over a Death Stalker that was walking nearby.

Meanwhile at the Alexon its crew were doing the same thing as four field shot out the ship. The fields passed over three Faunus who were still asleep with them being a gorilla, rhino, and cheetah Faunus's. Back at the ship the images of the animal aspect of the three appeared on the screen. Meanwhile the field then passed over a rat that was eating something on the ground. Soon the fields went back to the Alexon.

"Scanning and replication of local life forms complete. You may emerge" Said one of the crew members.

Inside the side a cheetah was stretching as it started to look at itself. "Hey look at me, I'm a cheetah." Said the youngest of the crew as he walks over to a silver chamber to get a better look at himself.

"No, no I'm Cheetor." Said the newly named Cheetor, meanwhile inside the chamber the captain was stilling getting his alt form together.

"Hhhmmm interesting." Said the captain as he waited to be done.

"Interesting?" Said Cheetor as he growled before continuing "Optimus the word is spot on smooth. It's a crime." as he looked at himself and laughed.

Then from behind the chamber came a giant rat. "Um a bit tacky, um you never had taste did you kid. Now this, this is what class is all about. Call me Rattrap" Said the newly dubbed Rattrap as he walks over to Cheetor and presented himself to him.

"O-yeah how about, I cut mice's to pieces." Said Cheetor as he got ready to pounce, but a stomping sound stopped him as a rhino walked over to them.

"Ease back Cheetor, living large is for forms like me, Rhinox." Said Rhinox as he stopped the two from fighting.

"Yeah, yeah and just consider yourself lucky I'd didn't get rough on you." Said Rattrap acting tough. Then the door to the chamber opened up.

"Moderate your conflict circuits Maximals. Remember these beast forms are to protect us from us form the long term effects of the energon fields out there." Said Optimus as he checked out his new gorilla body and walked out of the chamber.

"We may need energon for power, but this is too much of a good thing." Said Optimus as he walked over to a window as the other watched him. "Our robot forms will start to short after a few minutes exposer and let's not forgot scanners picked up something that has similar properties to energon out there. This is one unusual planet, whatever it is."

"Or whenever." Said Rhinox as the other looked at him. "The trans wrap drive can go through space and time. We were locked onto Megatron's trans wrap signature, we could be anyplace, anytime." Explained Rhinox as Optimus looked at him with worry.

"Yes and our crew are orbiting this planet in those stasis pods we lost in battle. There protected from the energon, but it means Megatron has us outnumbered!" Stated Optimus with a grim look.

 **Darksyde**

Meanwhile back at the Darksyde everyone was outside in their new beast modes exploring the area. While the other were looking around a velociraptor walked out of the ship holding a golden disk in its hands.

"No, no, no! It's all wrong this cannot be earth." Said the velociraptor as he turned around to look into the ship.

"Megatron you failed! Not only did you FAIL to destroy the Maximals when you had the chance, you FAILED to bring us to the right planet. We stole the golden disk for nothing, you idiot!" Yelled the velociraptor as it throws the disk into the ship.

"I beg your pardon, what did you call me?" Said Megatron was he walked out of the ship. His beast mode was a purple T-rex.

"You heard, you are an idiot and an incompetent leader and I'm taking over! Dinobot Terrorize!" cried Dinobot as her transformed into robot mode. In robot form his legs became his arms with three fingers on top and two on the bottom. His raptor head was now on his chest. His head blue and it looked like he was wearing a drown helmet and had red eyes. He then brought out a spinning blade and a spinning shield as he faced Megatron.

"I challenge you to battle Megatron. The winner shall lead the Predacons and the loser shall be destroyed." Said Dinobot with full conviction that he would win.

"Aw you're so impulsive Dinobot. Brave, but misguided." Said Megatron as he started to walk away from Dinobot.

"Do you accept my challenge!" Demanded Dinobot.

"Hahah there more to being a leader than simple courage. Well there cleverness, and cunning as well. Isn't that right Scorponok." Said Megatron as he walked to the side to reveal Scorponok aiming at Dinobot. Scorponok robot form looked like a blue scorpion shell surrounding his body and he had claws for hands. He had a scorpion tail attracted to his back. His head had a single yellow visor and fangs on the sides of his mouth.

Before Dinobot knew what happened Scorponok fire two missiles from his claw hands. The missiles hit Dinobot, but instead of exploding they sent Dinobot flying away. Before anyone could blink Dinobot was gone.

"Loser. What does it matter what planet we are on. We came looking for energon and this planet is rich with the element and maybe even few useful surprises for us. Either way there is enough energon to power Predacons entire galactic conquest. Now only the Maximals could give us problems now, if they survived the crash." Said Megatron as he walked out of the ship. Soon all his loyal men were in front of him.

"Flyers go and find out if the Maximals have survived crash or not. Also report any useful findings about this world. Meanwhile the rest of you will build a ground bridge." Ordered Megatron as the flyer took to the air and went different directions. Meanwhile the rest of them went back inside the ship to get the tools they needed.

 **Axalon**

Back at the Axalon the crew were dealing with the damages to their ship. Optimus and Rhinox where outside looking at the broken pieces seeing what could be salvaged and what was just junk. Soon a hatch opened from the ship and lowered a platform that had Rattrap on it who was carrying more junk.

"All this for a golden disk." Whined Rattrap as the tossed more junk with the rest of the stuff. Meanwhile Optimus was surveying the land before addressing Rattrap.

"It was Cybertron's most carefully guarded relic Rattrap. It gave the location of a major energon source, that's why Megatron stole it." Said Optimus hoping that it would shut rattrap up for a while.

"Yeah like I care. You know we were supposed to do deep space exploration. Playing galactic patrol was nowhere in my job description you know what I'm saying. You sure you're cut out for this commander gig." Said Rattrap as he leaned against the lift system that the Platform uses.

"Remember the Great War Rattrap, if the Predacons get enough energon they'll start it again. We can't let that happen!" Said Optimus with determination in him voice.

"Besides you wanted exploration and here we are on an unknown planet, what more do you want?" Said Optimus trying to lighten the mood.

"Well call me picky, but a working scape craft would be nice." Said Rattrap.

"Just no pleasing some people." Said Optimus as he shook his head. Meanwhile Cheetor came out of the ship using the other lift on the other side of the ship. When he was near the ground he jumped out and over toward Optimus.

"Hey what are those things?" Asked Cheetor as he spotted some black creatures with a white head and white bones sticking out for their bodies. They had long arms and some were walking on all fours while others were walking on their hind legs. The most interesting things about them were that they had red eyes.

"Those are interesting creatures, but the way they're looking at us makes me worried." Said Optimus as he took a step towards them, but as soon as he did that the creatures started to walk away from them.

"Well they not a problem now." Said Rattrap as he watched the creatures leave.

"Either way it might be beneficial that we study them one day." Said Optimus as he was going to return to helping Rhinox.

"Why do it latter when we could do it now." Said Cheetor as he took off after the pack. Optimus then turned around to see him running away.

"Cheetor, no!" Yelled Optimus, but Cheetor was too far away to hear him. The creatures saw Cheetor coming at them and all of them got onto all four and ran away. Seeing this Cheetor followed them across a stone bridge.

Seeing this made Optimus get frustrated with the youngest member of his crew. "Cheetor, return to base it immediately! We don't have time for this." Ordered Optimus as he hit the left side of his chest to active his commutations. All he got in response was static from his radio. All the while Cheetor was getting more and more out of sight.

"No good, the energon fields mess up the com links. Anything over a hundred meters they ain't work scrap." Explained Rhinox just adding to the problems Optimus was dealing with.

"Well that's just prime." Said Optimus as he looked over at Rhinox.

"So this your first day on the job or what?" Said Rattrap causing Optimus to give him an annoyed look.

"Shut up Rattrap." Said Optimus as Rattrap just stood up and saluted him.

"Oh yes sir. You know I feel heaps better knowing our lives are in your capable hands. We're all going to die." Said Rattrap as he slumped down.

 **With Ruby**

Meanwhile Ruby had spent the better part of the morning looking for the fireball that she saw last night and was starting to think that she would never find out what it was.

'I guess I better head home.' Thought Ruby as she started to head home, only to stop when she heard something. Looking around she saw a pack of beowolfs coming her way. Acting fast Ruby brought out Crescent Rose in sniper mode and started firing on the beowolfs. The weird thing about this pack was that they still were running straight like they were afraid of something. Not dwelling on it Ruby then switched Crescent Rose into scythe mode and cut through the remaining Grimm like they were nothing.

"Wow that was amazing." Said somebody behind Ruby. Hearing this Ruby turned around and saw a cheetah looking at her. Not thinking it was the cheetah talking to her see looked to see if anyone else was around.

"That was cool how your weapon went from a gun to a scythe like that. How'd you do that?" asked the Cheetah causing Ruby to look at him funny.

"Um, are you talking to me?" Asked Ruby in disbelief, hoping she was hearing things.

"Yeah, you see anyone else here. The names Cheetor." Said Cheetor causing Ruby to blink and stare at him.

Finally Ruby said something to him. "Hi I'm Ruby." Said Ruby as Cheetor just smiled at her.

"Cool, hey Ruby where you get that cool weapon from?" Asked Cheetor causing ruby to snap out of her stupider and beam about her weapon.

"Well I made Crescent Rose myself. It's a scythe and a high impact rifle." Exampled Ruby as she swung her weapon in scythe mode.

"Cool." Said Cheetor as he stared at the awesome weapon before him.

But before either could say anything else they heard a buzzing noise coming closer to them. Looking around they final saw a giant wasp flying their way. "What the!" Cried Ruby as she got Crescent Rose in sniper mode and aimed at the wasp.

"Hey what?! It's just a big bug" Said Cheetor not understanding why Ruby was aiming at it.

"But bugs don't grow that big. It's unnatural." Explained Ruby as Cheetor realized what it was.

"If we're talking unnatural, then were just talking about one thing! Robot in disguise! Cheetor Maximize!" Yelled Cheetor as he flipped through the air and transformed. Now in robot mode Cheetor was now gold and blue with his cheetah head now on his chest. This two front legs were now crossed behind his upper back his head was blue and was had a gold helmet with two fin going up on either side. Seeing this shocked Ruby, mostly because she has never seen anything like it before and mostly because of the gun he was now holding. It looked so cool and she wanted to take it from him and see how it worked.

"Time for this cat to pounce." Said Cheetor as he fired at the wasp. Seeing what the gun did made Ruby fan-girl scream wanting to look at it even more, meanwhile the wasp dodge each shot.

Soon the wasp had enough of it. "Wazzpinator under attack! Wazzpinator engage enemy! Wazzpinator Terrorize!" Cried Wazzpinator as he transformed into robot mode. His wasp head spilt vertically and became his upper torso with his wings behind his back. His stinger became his legs, while his arms looked human shape but had insect type limbs on the lower part of them. His head looked like a humans but his eyes were insect like and his jaw spilt down the middle.

Seeing this Ruby could only look on in shock, after all she just meet two transforming robot in a matter of minutes. Unfortunately Wazzpinator saw this as a chance and started to fire at her with his gun that fire explosive darts at her. Ruby failed to see them coming but before they could hit Cheetor tackled her out of the way. Looking up Ruby saw Cheetor giving her a worried look.

"Less quaking and more running." Said Cheetor as they both got up just as Wazzpinator fire more at them. Seeing a chance Ruby fired at Wazzpinator with Crescent Rose the blast sent Wazzpinator to the ground as he tried to figure out what happened. Meanwhile Ruby caught up with Cheetor not wanting to see what else Wazzpinator could do.

Meanwhile Wazzpinator got up and looked at the area where he was shot. "What hit Wazzpinator?" Wondered Wazzpinator as he got up again. "Wazzpinator must report to Megatron at once." Stated Wazzpinator as contacted Megatron and resumed the chase.

Meanwhile with the other Maximals they saw and heard the explosions in the distance. Knowing that nothing good could come from in Rattrap said the first things that came to his mind.

"Uh oh." Was he could say before Optimus who was riding Rhinox grabbed Rattrap and raced over to Cheetor location. Meanwhile Cheetor and Ruby were dodging Wazzpinator fire and returning fire, but Wazzpinator just flew away from each blast.

Wazzpinator continued to fire on the two with his dart gun and laser eyes, forcing the two to run. Meanwhile the others just crossed the bridge and were getting closer to the two. They all knew they had to hurry or else something bad could happen to Cheetor.

Unfortunately for them there was a wall of rocks ahead of them. "Hey heads up roadblock." Yelled Rattrap as he hid behind Optimus for more protection.

"Veer left! There's a clearing about a 100 meters." Said Optimus but Rhinox continued on. Fearing the worst Optimus and Rattrap braced themselves, only to have Rhinox run right through the rocks.

"Aw yes, silly me." Said Optimus as they continued on. Meanwhile it wasn't looking good for Cheetor and Ruby as the two of them were running up a hill with Wazzpinator right behind them. Right as they got to the top a blast hit near they sending them flying behind a boulder in a small canyon.

Unfortunately for Cheetor his gun started to act up. "Of all the times for a quasar jam!" Cried Cheetor as he tried to fix his gun only for Ruby to take it from him.

"Hey what are you doing?" Asked Cheetor only to be shocked to see Ruby already working on his gun and fixing it.

"Listen I know my weapons so give me a bit and I'll fix it for you." Said Ruby as Cheetor looked on in shock. Luckily for them the cavalry arrived.

"Cheetor, get to cover! We'll swat that pesky Predacon." Said Optimus from atop for the hill in front of them.

"Oh I would not count on that Maximals, no, hahaha for I believe you will soon to have, how should I put it, difficulties of your own. Yesssss." Said Megatron form the other side of the canyon with the other Predacons with him.

Trying to avoid a fight Optimus decided to reason with Megatron. "We don't have to do this Megatron. There has been peace between the Maximals and Predacons for centuries. Why start this up again?" Asked Optimus hoping to avoid a battle.

"Peace perhaps on your side Maximal scum, yesss, but not on ours. Permit me to inform you that an enemy that appears to be peaceful, may in fact be biding its time." Said Megatron as Ruby was still working on Cheetor gun as Cheetor watch what the Predacons were doing.

"We Predacons never abandoned our rightful goal of galactic conquest, no, we have merely been waiting for the right moment… to strike!" said Megatron as Ruby fixed Cheetor gun and tossed it back to him.

"You mean like this!" Yelled Cheetor as he turned away for his cover and fired at Megatron hitting him straight in the jaw.

"Cheetor!" Yelled Optimus with worry, mostly because that could have ended any chance for a peaceful outcome.

"Aw a treacherous, underhanded Sneak attack. I like you pussycat. Yesss." Said Megatron as he chuckled mostly because he never thought a Maximal would fire first.

"But it shall avail you not. Nnnooo. For now the power-Gauntlet has been cast. Predacons Terrorize" Said Megatron as his men got ready for battle.

Meanwhile Optimus knew he had no choice now. "Do it! Maximize!" Ordered Optimus as his crew got ready.

Meanwhile with Ruby she was wondering what she got herself into. As far as she knew she had no way out and had to wait to see what would happen.

"Tarantulas Terrorize!" Cried Tarantulas who's beast mode was a spider as he entered his robot form. He back became his main body and he had pinchers for hands and had his spider legs on his upper arms. His head had a single visor that was in the middle and he had a leg like lips for a mouth.

"Rhinox Maximize!" Said Rhinox as he transformed into a green robot mode. His head spilt in two and the top part went to his back while his lower jaw became his chest His front legs became his arms while his back legs became his legs. His head looked like a humans and he had a bronze yellow jaw. His eyes were black and red, but at the same time they showed not malice, but caring instead.

"Scorponok Terrorize!" Yelled Scorponok as he entered his robot form and got claw missile launders ready.

"Rattrap Maximize!" Cried Rattrap as he transformed into a silver and bronze robot. His rat head became his chest and the rest of his rat form was behind his back. His head was bronze expect for the top which was silver. His eyes where red and if you looked in his mouth you would see that he had two buck teeth.

"Terrorsaur Terrorize!" Cried Terrorsaur who was a red pterodactyl change into a red and gray robot. His tail became his chest and his wing then fold and turned into arm guards.

"Megatron Terrorize." Said Megatron as he transformed into his robot form. His t-rex head became his right hand and his tail became a spear like object on his other hand. His dino legs where still his legs but now had a metallic back heel supporting them. His helmet was a metallic gray while his face was purple and he had two burning red eyes.

"Optimus Primal Maximize!" Said Optimus as he turned into a grey, white, red robot. His ape head folded into his chest to show a metallic chest. His upper arms folded up to form shoulder guards, while his lower arms remained the same. The lower body did a 180 to reveal robotic looking legs. And his head grey while his robot face plat was dark grey, however he had a white mouth guard that could open and close to show his mouth. His eyes where red they show he would fight, but only as a last resort.

Meanwhile Ruby was looking back a forth between the two sides. On one hand she was scared silly not sure what to do. Should she stay and hid or make a brake for it. But on the other hand she wanted to see their weapons, but was in worth it. Unfortunately for Ruby she lost her window to get out safely and had to wait for another chance to make a break for it.

"Now obliterate them." Order Megatron as he and his men fired on the Maximals. Terrorsaur and Wazzpinator fired their guns from the air, while Scorponok fired his missiles, Tarantulas arm legs turned out to be machine guns, and finally Megatron t-rex head was firing energy beams at the Maximals.

Meanwhile the Maximals jumped for cover at the barrage of attacks coming their way. Rhinox and Rattrap dove behind one rock while Optimus did the same with another rock while firing a wrist mounted cannon. While everyone was firing at each other Ruby and Cheetor took this as their chance to make a break for it. As they went up the hill toward the Maximals, Ruby was in front with Cheetor behind her, when Ruby was about at the top a blast hit right in front of Cheetor sending him back to his previous cover and the shock wave from the fall made a large rock land on his left leg trapping him.

Looking back once she was the top Ruby saw that Cheetor was stuck and was about to go help him, until a hand grabbed her and pulled her away. She looked at who grabbed her and Ruby saw it was Optimus who was looking at her.

"Stay here it's too dangerous to go out there." Said Optimus as the Predacons continued to fire on them. Looking over at Rattrap Optimus gave him an order.

"Rattrap help Cheetor, we'll cover you." Ordered Optimus as Rattrap look like he lost it.

"Yeah right." Defined Rattrap as he refused to move, from his cover.

"That's an order Rattrap!" Yelled Optimus not wanting to deal with this right now.

"Yeah and you can just kiss my skid plate fearless leader, cause I'm not going out there and getting a pelt punctured." Yelled Rattrap as he still refused to follow orders. Meanwhile Ruby knew she had to act fast, so before Optimus could say or do anything he saw rose pedal in his vision and looked down to see Ruby was gone. Looking around he saw her running as incredible speeds toward Cheetor. Unfortunately for Ruby Megatron saw her too.

"Unknown target on battlefield. Take it out." Ordered Megatron as he and his men fired at Ruby. Luckily for her she was moving too fast for them to get a good lock on her. Finally she reached Cheetor and he was amazed at how fat she was.

"Wow, how are you so fast?" Asked Cheetor as Ruby got Crescent Rose in scythe mode and cut the rock holding Cheetor in half.

"It's my semblance." Answered Ruby as the two of them ran from where they were and towards the others. Seeing this Rhinox graded Rattrap by his back and lifted him up.

"Hey let me down you big bulldozer." Complained Rattrap as Rhinox just brought him closer.

"Cover fire they need we give it. Now!" Said Rhinox as he stood up and turn to face the enemy. Soon both of them were firing at Predacons with Optimus doing the same. Their shots were all over the place, but it did its job in stopping the Predacons from firing at Ruby and Cheetor. Soon the two of them made it to the top and continued to running.

"Back to the base. Let's go let's go" Ordered Optimus as he soon follow Ruby and Cheetor with Rhinox and Rattrap following giving covering fire.

"After them, go you fo..." Said Megatron before his body started to glow blue and he fell over in pain. The same thing was happening to his men as they all couldn't move properly. Both Wazzpinator and Terrorsaur fell out of the sky.

"Wazzpinator cannot move." Said Wazzpinator in pain as he lay on the ground in pain.

"Energon field build up. Convert back to beast mode." Said Megatron as he transformed back into a T-rex. He knew that for now he had to let the Maximals go, but he will be after them soon.

 **Vale, Patch, Maximals location**

Meanwhile with the Maximals all of whom were in beast mode and Ruby they were heading back to base. Optimus and Ruby were on top Rhinox while Rattrap was walking beside him.

Then all the sudden Optimus grabbed Rattrap by the back of his neck and brought him to his face. "Hey what's got your servos so bent" Said Rattrap as Ruby looked to see what was happening.

"Let's get one thing straight Rattrap. I'm commander of this this group and when I give an order I expect it to be obeyed." Said Optimus rather angrily as Ruby watched on wondering what was going to happen.

"Oh yeah, so I get vaped cause your too chicken to go yourself." Countered Rattrap.

"I will not give an order, that I won't be willing to do myself. But I was able to give you better cover fire, you were not. And because of your actions young miss… Um what was your name?" Asked Optimus a little sheepish for not knowing Ruby's name.

"It's Ruby Rose Optimus." Answered Ruby as Optimus gave her a nod.

"Rattrap could you live with yourself if Ruby here got shot or worse?" Asked Optimus as Rattrap looked at Ruby for a bit before answering.

"What are you shorting about, we got out of there didn't we?" Asked Rattrap making both Optimus and Ruby annoyed with the answer.

"Yes but damaged. It will take time for our beast forms to effect internal repairs." Said Optimus as Ruby final asked a question that's been on her mind for a while now.

"Can you tell me what's going on?" Asked Ruby as Optimus just looked her debating if he should or not final he made up his mind.

"The short version is we're a race a robots from a planet called Cybertron. Me and my crew are explores but we were the only ones able to catch some thieves who stole a valuable artifact from our world. We both crashed on this world and now were stuck here." Said Optimus as Ruby took everything in. Soon Cheetor rejoined the group and gave his report.

"I think we gave them the fade Optimus." Said Cheetor as he walked beside the group.

"Keep your sensor on full. According to the golden disk thief report there were six Predacons, one of them was missing from the battle." Said Optimus as the group continued on.

"Well maybe he was destroyed in the crash?" Suggested Rattrap.

"Or maybe left to guard their base?" Offered Ruby hoping to be of some help.

"That kind of luck we haven't been getting much of lately." Said Rhinox bring their hopes down.

"Tell me about it. Look." Said Cheetor as the group saw Dinobot standing on the bridge in front of them. The group slowly approached him and everyone got off of Rhinox.

"Should we blast him?" Asked Rhinox unsure of what to do.

"Keep that option open, but hang on." Said Optimus as he walked forward to Dinobot.

"Attention Maximals, my name is Dinobot, I have left the Predacons to join your group as leader." Said Dinobot shocking the others.

"What did I hear the word leader?" Asked Cheetor as he looked at Ruby for answers.

"He did." Said Ruby just as shocked as Cheetor.

"This guy got bearings of chrome steel." Said Rhinox as he looked at Rattrap who agreed with him.

"I hereby challenge you Optimus Primal to a one on one battle. The winner shall lead the Maximals and the loser shall be destroyed." Said Dinobot as the two faced each other on the bridge.

Meanwhile Ruby was starting to wish she never went looking for that fireball now, because she feels that she is way out of her league right now. But she knew that there was no going back now. She only wished she knew what could happen now.

 **To be continued**

 **Well here is chapter one. Please tell me what you think and before you ask where Wiess, and Blake are this is before Ruby and Yang go to beacon so they don't know who they are. Don't worry they will join up latter. And just so you know team JNPR will not be joining them on their adventures in the beast wars, but another team will. They might join in season 2 or 3 though I'm still thinking on it.**

 **The next chapter should be out within a week, so until then.**


	2. Beast wars part 2

**Here the second chapter of my Remnant beats wars story please enjoy.**

 **Disclaimer: I do not own either beats wars or RWBY**

Chapter 2: Beast wars part 2

After Dinobot's announcement all the Maximals and Ruby on the side lines were just watching both Optimus and Dinobot. Meanwhile Optimus slowly walked towards Dinobot as Dinobot did the same.

"Face me Optimus. I Dinobot challenge you for leadership of the Maximals." Said Dinobot as Optimus got a serious look on his face. "You and I one on one, the winner shall be leader and the loser…"

Dinobot then just looked down the bridge they were standing on. "Well it is a long way down." Said Dinobot as Optimus got the message.

"I don't want to fight you." Stated Optimus hoping they could avoid fight.

Unfortunately for Optimus Dinobot did not feel the same way. "You have no choice! Your command centre is back there and no one may cross this bridge until you face me." Stated Dinobot with steel and determination in his voice as the two eyed each other.

Meanwhile the other weren't about to let their voices on the matter go to waste. "Don't we get a say in this?" Asked Rhinox.

"Let chopper face and the boss monkey duke it." Said Rattrap as he patted Rhinox side. "Ain't no fur off of my tail."

Meanwhile Cheetor was about to say something until he say the look on Ruby's face and decided to check up on her. "Ruby everything ok?" Asked Cheetor.

Ruby then looked at the Cheetor with a blank face, before she smiled a little. "Everything is changing so fast Cheetor. After all just this morning I was looking for a fireball crash and now I'm in a robot civil war." Stated Ruby as Cheetor just rubbed up against her to calm her down a little.

"Hey I know it's a lot to take in, but we'll help you out the best we can." Said Cheetor as Ruby smiled a little at him and started to pet his head.

"Thanks Cheetor, you're the best." Said Ruby as Cheetor just purred at the petting.

Meanwhile back with Optimus and Dinobot, Optimus was getting frustrated with the whole ordeal. "This is foolish Dinobot, were Maximals… you are a Predacon." Stated Optimus getting tired with the whole thing.

"All the more reason I should lead them." Replied Dinobot giving him his logic.

"Look I don't know what happened between you and Megatron.." Started Optimus only to be cut off by Dinobot.

"Megatron! Megatron will fall as soon as I have your Maximals and maybe that local with them at my command." Said Dinobot with a grin on his face.

"You are welcome to join us, but you shall not lead!" Said Optimus as he pointed at Dinobot.

"I beg to differ, for in anticipation for my new role of leader, I have already reprogramed my activation code. Dinobot Maximize!" Said Dinobot as he transformed into robot mode and brought out his shield and sword.

Knowing he had no choice Optimus did the same thing. "Optimus Primal Maximize!" Said Optimus as he transformed as well and brought out two machetes from his back.

Dinobot then approached Optimus with his weapons at the ready while Optimus stayed in a defensive stance. Dinobot tried to spook Optimus with some fancy sword play, but Optimus just stood his ground.

Meanwhile the others just watched on until Cheetor had enough. "I'm going in there! Cheetor…" Said Cheetor only for Rattrap to grab hold of his mouth to stop him.

"Clamp it kitty, nailing the chopper from behind won't settle anything." Said Rattrap as he tried to calm Cheetor down.

Rhinox then looked over at the three. "Yeah Like it or not we got to let them finish." Said Rhinox as he looked back to the fight, while Rattrap got off Cheetor. Cheetor then looked at Ruby for some help.

Seeing him look at her Ruby then gave her opinion. "He wouldn't be your leader if he didn't have skills right Cheetor, so we just going to have to hope that he can handle things." Said Ruby as Cheetor thought about it for a bit.

"I guess you're right, but doesn't mean I'm going to like it." Said Cheetor with a frown as the two watch the fight in front of them.

Meanwhile Dinobot charged at Optimus, but Optimus flipped Dinobot over him. Dinobot fumbled on the ground and his spinning shield got caught on the bridge jamming it. Seeing this both Ruby and Cheetor smiled, but Dinobot got up and started to somersault over to Optimus before jumping up high and then dived down at Optimus shield first. When he connected it sent Optimus to the ground and some of the bridge down as well. Optimus then got up and with a determined look of his face, while Dinobot had a look of joy on his as he raised his sword to finish him off.

Seeing this Optimus then gave Dinobot a hard left knuckle. The force of the blow disoriented Dinobot so bad that he fell down. Optimus then put one of his machetes under Dinobot head. Ruby though that Optimus was going to kill him, but was surprised when he didn't move.

"I still live, finish it." Said Dinobot as Optimus put one of his machetes away.

"That's not how we Maximals do things." Said Optimus as he offered a hand to Dinobot. Meanwhile Ruby couldn't believe what she saw, here was Dinobot trying to kill Optimus but Optimus was giving Dinobot a helping hand. If it was her, she might have killed him and got it over with.

'Wow. To offer a hand to your enemy. Optimus is something else' thought Ruby in awe as she watched on.

"Then… that… will have to change" Said Dinobot as his eyes turned green and shot laser out of them. The shot blinded Optimus as he stumbled backwards and toward the edge of the bridge. As Optimus reached the edge he couldn't control himself as he tried to regain balance. Meanwhile Ruby hugged Cheetor close to her as she watched on, thinking Optimus would die. Meanwhile Optimus couldn't gain his balance and fell over the edge, but luckily for him his legs caught the edge of the bridge saving his life.

But before Optimus could get up Dinobot was standing over him. The others thought it was going to be the end for Optimus, but then Dinobot did something no one expected. He grabbed Optimus and pulled him up.

Optimus then gathered himself and started to pull himself up. "What are you doing? You'd won?" Asked Optimus trying to understand what happened.

"You'd slipped. To defeat you in such a manner would be lacking in honor. I would have not earned the right to lead." Said Dinobot shocking the others hearing this.

Ruby was amazed to hear this, the other Predacons she meant seemed to only care about winning any way they could. But Dinobot had a code of honor that he followed. It made her think that Dinobot was someone you could trust, but at the same time you'd still watch him to be on the safe side.

Unfortunately the next thing Dinobot said made her rethink all that. "I prefer to beat my opponents the old fashioned way…brutally!" Said Dinobot as his sword spun faster and he charged at Optimus. Soon the two were trading blow for blow as neither one could get an advantage over the other.

Soon both blades were locked and the two were face to face. "For a Predacon Dinobot, You have qualities I could like." Said Optimus as he held strong.

"And you, have proved to be a worthy adversary. I will have you recycled with full honors." Said Dinobot.

"Well that's just prime." Said Optimus unware that their fight had more people watching then either released.

Standing serval miles away and out of view were the Predacons. They somehow followed the Maximals and saw the battle between Dinobot and Optimus.

Each one of them enjoyed seeing the two beat each other up. "Well this is an interesting sight…Yes. Optimus and the traitor Dinobot engaged in battle." Said Megatron as he watched on.

"Who do you think going to win?" Asked Scorponok wanting his leader option.

"Wazzpinator beat on Optimus." Said Wazzpinator giving his two cents.

Tarantulas however didn't feel the same way as the others. "The winner isn't what interests me." Said Tarantulas as he laughed and made weird sounds.

"Nor me, nnoo." Said Megatron as he looked back at his men before looking forward once more. "How much more preferable would it be, if the both lost, yesss." Said Megatron as he watches the both trying to overpower the other.

"Megatron Terrorize" Yelled Megatron as he transformed into robot mode.

Soon the rest of his men followed suit and transformed as well as the got out their weapons and took aim at the bridge.

Luckily for the Maximals, they heard the Predacon gears when they transformed and looked over in their direction. "Yo shift your scanners due east there pals, this party got big time crashers." Said Rattrap and the other looked that way.

Meanwhile Megatron and his men were ready to attack. "Fire!" Ordered Megatron as they all fired missiles at the bridge.

Cheetor being the first to react yell out to Optimus "Optimus!" Cried Cheetor causing Optimus to look and see the missiles heading his way.

Acting fast Optimus did the only things he could do. "Beast Mode" Yelled Optimus as he transformed back into a gorilla. He then tackled himself and Dinobot of the bridge causing the missiles to miss.

The others rushed to the edge to see if they could find them. "Optimus!" Yelled both Cheetor and Ruby as this started to look bad until they heard something.

"If you guys aren't doing anything," Started Optimus as the other looked over and saw Optimus holding Dinobot by a leg and he was holding on the bridge with his foot. Meanwhile the Predacons where firing at the bridge trying to knock them off. "A little speed would be prime." Finished Optimus as the other started to act.

Meanwhile the Predacons were firing at the bridge. "Make them fall… Yeess." Said Megatron only to get hit in the crest by something. Looking at the bridge there was Ruby with Crescent Rose in sniper mode firing at the Predacons, but the weird thing was that there were rose pedals in the air around her.

"Let's go, we can't have Ruby do everything. Cheetor Maximize!" Said Cheetor as he transformed and race over to help Ruby and Optimus.

"Rhinox Maximize!" Said Rhinox as he transformed. He then saw that Rattrap hadn't done anything yet and tapped him on the head.

"Hey, hey, hey, you can go and get yourselves scraped cause I ain't…" said Rattrap only to be cut off as Rhinox picked him up by his neck and brought his to his eye level.

"Alright." Said Rattrap as his transformed as well.

Things were all over the place on the bridge Ruby was sniping the pred's the best she could, but they continued to fire at the bridge and it got better with Cheetor giving her a hand, but below them Optimus couldn't do anything with Dinobot in his hand and one foot on the bridge. And as things would have it Dinobot was starting to suffer from energon build up.

"The energon fields! I'm shorting out." Cried out Dinobot in pain as the bridge choose that time the fall apart a bit.

"Hang on! You can't transform in this position." Said Optimus knowing that if Dinobot did they'd both would fall.

"Release me. Let me fall and save yourself." Said Dinobot because he would never take anyone down with him like this due to his honor.

But Optimus wouldn't let go. "Now where's the honor in that." Countered Optimus as the part of the bridge he was holding was ready to fall apart.

"You have no choice." Said Dinobot, but Optimus wouldn't hear it.

"Then we both go." Said Optimus as the bridge fell, but before they could fall far something caught them.

Looking up Optimus saw it was Rhinox who caught them. "Going up." Said Rhinox as he lifted them to safety.

Unfortunately Megatron saw this as a chance. "This is our opportunity… Yeess, all weapons!" Order Megatron as the Predacons fired at will at the bridge.

Seeing that the bridge was no longer a safe place to be everyone started to run for the other side as fast as they could. Looking back Rattrap saw that the bridge was breaking apart behind him. As he neared the end of the bridge, the bridge collapsed under him and he started to fall. Only for Optimus to reach out and grab him and pull him to safety with the others.

"Your welcome." Said Optimus hoping that Rattrap would start to listen to him from now on.

"You're the leader it's your job." Replied Rattrap causing Optimus to look away from him and check on the others.

Meanwhile Megatron was not happy about failing to finish off the Maximals and took it out on Terrorsaur. "Incompetence, you let them escape." Said Megatron ready to take this anger out on his men.

He only stopped when Scorponok said something to him. "Megatron look up there, the missiles." Cried Scorponok in a panic as he pointed to a nearby mountain. The missiles hit the mountain revealing that it was filled with energon. The glow from the energon could be seen all over Patch causing people to panic about what just happened.

Megatron was thrilled at what those missiles dug up and what he could do with it. "Energon, yeess. Raw, natural, energon crystal." Said Megatron as he turned to Scorponok as he started to short out. "I knew it was here." Finished Megatron as he looked at the effects it was having on his body.

Soon the others were feeling the effects as well. "Quickly return to beast mode!" Ordered Megatron as he and the other went back to beats mode.

Meanwhile the Maximals in beast mode were looking at the Energon mountain with worry while Ruby looked at them confused. "Why are you guys so worried? That just worthless dust, it does nothing at all." Asked Ruby as the others looked at her funny as Optimus explained what that mountain really is.

"I don't know what dust is, but that's raw energon. In it natural form its highly unstable. We're lucky those missiles didn't cause it to explode." Explained Optimus as Ruby looked at the energon in shock and fear.

Fearing what she was about to say Ruby voice was just above a whisper. "How big could the explosion be?" Ruby almost whispered, but the other heard her just fine.

"Depending on how much there is it could just take the mountain or this entire Island." Answered Rhinox causing Ruby to shake in fear.

Before anyone could say anything else, Cheetor spoke up. "Megatron on the move. Bearing 6175." Said Cheetor as his eyes zoomed in on the Predacons.

"He's after the energon. A crystal that size would make him unstoppable." Stated Dinobot making Ruby shake even more.

"Oh thanks for the hot tip scale belly. Rhinox scrap this guy." Said Rattrap as Rhinox looked over to Dinobot and was about to charge him, only for Optimus to stop him.

"Hold on Rhinox." Said Optimus as he stopped Rhinox and turned to face Dinobot. "Will he send flyers?" Asked Optimus wanting to know what he was dealing with.

Rattrap couldn't believe what he just heard. "For booting up cold! You're not going to believe a Predacon are yeah?" Asked Rattrap as he slumped down in disbelief.

"That's my call! Will he?" said Optimus as he turned to Dinobot.

Dinobot thought for a moment before answering. "Negative, the crystal is too big for the flyers to carry. Only Tarantulas has the skills to segment it." Answered Dinobot.

"Then we have to get there first. All five of us" Said Optimus not wanting to let Megatron gain so much power.

"Yeah all five of us." Said Rattrap as he realised what Optimus said. "Please tell me you're talking about taking Ruby with us?" Asked Rattrap hoping that's what Optimus meant.

"No Dinobot is coming with us and Ruby is heading home." Said Optimus as Rattrap slumped down and said something about them all dying.

Meanwhile Ruby was brought out of her fear and looked at Optimus with a fire in her eyes. "No I'm coming with you. This is my home and I won't let them destroy it." Said Ruby as Optimus looked at her with worry in his eyes.

"No it's too dangerous. You should just head home before you get any more involved." Said Optimus not wanting to put Ruby in harm's way.

But Ruby wasn't going to listen to him. "My home is across the destroyed bridge and I'm already plenty involved. I've shot at them several times already and you don't know anything about my world." Countered Ruby as Optimus took a thinking pose.

Optimus knew time was against them but he knew that this was an important choice. On one hand if he let Ruby join them they would gain insight on this world and maybe a new ally. He saw what Ruby can do and was amazed at it. But on the other hand he couldn't let someone so young fight in this war and possibly die.

Making his mind up Optimus looked at Ruby and gave his answer. "Fine you can join us, but you will follow my orders to the letter. If I tell you to run you run. Understood!" Said Optimus as Ruby nodded yes. They then set out to stop Megatron. Little did they know that the nearby town was getting ready to head to the same location.

 **Vale, Patch**

The town of Patch was in a panic right now. Everything was normal just a few minutes ago, but as soon as they saw that weird light in the distance people started to panic. The people at Signal Academy were trying to calm people down and get a team out to find out what that light was. Unfortunately they couldn't do both at the same time. So right now they were trying to calm the people down and hope that the Grimm didn't come, due to the panic.

Everyone was doing something, but Yang who was just looking off in the direction where her sister went, hoping she was ok.

She knew she should have stopped her this morning, but she didn't and now who know what was happening to her right now. 'Ruby please be ok.' Though Yang as she tried to call Ruby again.

" _The number you are trying to reach is out of our reach. Please try again latter, thank you._ " Said her scroll once more as she tried reaching ruby again. Yang slammed her scroll down on the table and was really starting to worry.

"Still no word from your sister?" Said someone from behind Yang. Spinning around Yang saw her uncle Qrow standing there. Her uncle had graying black hair that was spiked and was wearing a grey dress shirt with a long tail and had a black dress pants and shoes. The thing that stood out the most for him was his red tattered cloak.

Seeing her uncle Yang could only lower her head. "No I can't reach her. What if she in trouble?" said Yang as Qrow walk up to her and raised her head.

"Don't worry your sister is a tough girl. I should know I trained her remember." Said Qrow trying to lift her spirts.

He then started to walk away before stopping at the door. "Listen we need all the help we can get calming people down. If you help out I might let you come with us to investigate what that light is. After all Ruby could be there for all we know." Said Qrow as he left to help out.

Yang just stood there for a few moments, before she went and grabbed Ember Celica and went to join her uncle. 'Hang on Ruby I'll be there soon.' Thought Yang as she went to help out.

 **Vale, Patch, Predacons location**

Meanwhile the Predacons where rushing towards the mountain as fast as they could.

"So much energon, with a crystal that size the Predacon forces would be unstoppable, yeess. The Maximals and then the galaxy will be ours to conquer." Said Megatron as he continued on to his prize.

"But what about the locals on this world?" Asked Tarantulas wondering what they should do about them.

Megatron thought about if for a few moments before answering. "They will either be good for a work force to mine this world dry of energon and anything like it. Or they will be good for target practice." Said Megatron as he started to laugh and was soon joined by the others.

 **Vale, Patch, Maximals location**

As the Maximals made their way to the energon mountain night had fallen, but it didn't stop them in the least as they walked along a ledge. Ruby was learning about the Maximals and Rhinox was asking questions about the world they were on. Ruby told them everything she could to the best of her knowledge about Remnant, its people, dust, and the grimm. She also explained to them that worthless dust was a dust that they couldn't get to work no matter what they tried, so it was mostly used as decoration. Currently Dinobot was asking Ruby about her weapon as Optimus and Rhinox where in the front of the group talking.

"How you feeling?" Asked Rhinox making sure there were no problems with Optimus.

"Improved. I believe my internal repairs have been completed." Replied Optimus not wanting to worry his old friend.

"I was wondering, your flying robot form could make it to the crystal before any of us." Said Rhinox as he gave Optimus an idea.

"No we have to stay together, the Predacons could attack at any moment. And we don't know anything about theses grimm yet, so we can't risk it." Said Optimus as Rhinox looked at him.

"You now these grimm can be natural life forms from what Ruby told us, you know." Said Rhinox as he thought about what Ruby told them.

"I agree creatures that evaporate when killed and are attracted by negative emotions. And they have no idea how they are born as well." Said Optimus as he looked back at Ruby who was joking around with Cheetor.

"Tell me Rhinox, did I make the right call in letting Ruby join us?" Asked Optimus to his old friend.

Rhinox thought for a moment before answering. "You remember the great war with our ancestors the Autobots?" Asked Rhinox as Optimus nodded his head yes. "Remember that they had the help of the people of that world, so maybe we should take a page out of history and have Ruby be our guide here as well as have her help us." Finished Rhinox as Optimus thought about what Rhinox said. It true that without the help of the people of earth then the Autobots might have lost the war.

But before he could think about it anymore Cheetor got everyone attention. "Hey what's that down there?" Asked Cheetor as everyone looked down at a weird standing stone formation. Seeing it everyone looked over to Ruby for answers.

Seeing everyone look at her, Ruby wonder why until she realized why. "Oh, that a safe ring. See when people are being chased by grimm they can run in there and be safe. For some reason grimm will never step foot in it." Explained Ruby as Optimus rubbed his chin in thought.

"How many of these things are there?" Asked Optimus as this world got even weirder for him.

Ruby thought about it for a bit before answering. "No one knows for sure, but they are scattered all over the world." Said Ruby as it gave the others something to think on.

Unfortunately for them they did have much time to think on things. "Head up." Cried Cheetor as the others looked up and saw Terrorsaur and Wazzpinator coming their way.

"Wazzpinator Terrorize!" Said Wazzpinator as he transformed with Terrorsaur following his lead.

"Terrorsaur Terrorize!" Said Terrorsaur as he transformed and the two of the dived at the Maximals.

Seeing them coming the Maximals all transformed and got ready to fight. "Defensive positions." Ordered Optimus as they got ready.

"What about him?" asked Rattrap as he pointed his gun at Dinobot.

"He's with us." Said Optimus.

"Hey I ain't buying just cause you say so." Said Rattrap keeping his gun on Dinobot. Luckily the conversation didn't go any farther due to them being under firing. Everyone then took cover behinds some nearby rocks and returned fire on the two flyers. But the two were too nimble and fast to get a good lock on.

And all the fire made the rocks above them to come loose, one good blast could make them all come down. "Hold your fire, we could start an avalanche." Said Optimus seeing what could happen.

"You've cross your wires, they're coming back." Said Rattrap as the others waited for Optimus orders.

Seeing no choice Optimus look back to everyone. "I'll handle this." Said Optimus as he active his jetpack and turned on his back missiles. Luckily the two Predacons were starting to suffer from energon field build up, but still continued to fire. Optimus then fired both missiles that flew between the two. The missiles then caused an explosion between them sending them in separate directions.

The two regained their balance and knew that they needed to rejoin with Megatron and flew off. Dinobot seeing this wouldn't let two enemies' get away like that.

"Now while they are weak." Said Dinobot as fired his laser at the two. Each shot missed, but the shockwaves for the blast caused some of the rocks above them to fall. Little did Ruby know that one of the falling rocks was about to hit her, if Cheetor didn't jump and push them both out of the way.

Seeing that Rattrap made his way over to Dinobot, who watched as Cheetor helped Ruby up. "I knew it yeah traitor, yeah tried to kill Ruby." Said Rattrap as he jumped Dinobot knocking them both to the ground as rattrap put a gun to Dinobot head.

"Once a pred always a pred." Said Rattrap as he got ready to pull the trigger only for Optimus to stop him.

"Ease off Rattrap." Said Optimus as he landed. "It was an accident." Finished Optimus.

"Says you." Countered Rattrap.

"That's right says me." Said Optimus as he put if face in Rattraps. "You want to question my orders one more time." Finished Optimus as he poked Rattrap side.

"I don't trust Predacons." Said Rattrap as he got off Dinobot. Dinobot then took the gun out of his face and stood fully and looked down at Rattrap.

"We've got enough problems with Megatron's crew, with fighting amongst ourselves. Now come on." Said Optimus as he walked toward the energon mountain with the other soon following.

 **Vale, Patch, Energon Mountain**

At the mountain the Predacons were already making their way up it and were going to get there first.

"Soo much Energon. Yeess. I can almost taste its power." Said Megatron as he got closer to his goal.

"The energon fields would destroy us in robots in less than a minute. We will have to stay in beast form." Warned Tarantulas before continuing. "And Optimus and the Maximals are coming."

"They must stay in beast form as well. The main concern is that local with them. Deal with it how you see fit, but I will deal with Optimus myself." Said Megatron as he continued on.

Meanwhile the Maximals made it to the mountain form the other side. Optimus had Ruby stay back in case the energon affected her somehow. She wasn't happy about it but she followed his order, something he was glad for. Meanwhile the other Maximals reached the top as well and looked around at the energon. But it was short lived because Megatron jumped up from the other side and roared at them. Soon both sides were looking at each other getting ready to strike as they stared at each other.

"Across the galaxy it has come to this Optimus Primal. Face to face, tooth to claw… yeess. Have you anything you wish to say." Said Megatron as he continued to glare at his enemy.

"I'd say that's prime. Let's do it!" said Optimus before he yelled and him and the Maximals charged at the Predacons with Predacons doing the same. Soon both groups clashed and drop off for individual fights.

Optimus and Megatron stayed in the middle of the mountain and Optimus gave Megatron a hard right punch knocking him for a loop. Meanwhile Cheetor was taking on Wazzpinator. Wazzpinator stayed in the air to avoid Cheetor, but Cheetor jumped him and brought him back down.

Dinobot was taking on Scorponok, as Dinobot tried to bite Scorponok while Scorponok was trying to cut him with his claws. Rhinox tried to run over Terrorsaur only for him to move out of the way the last minute and crash into a boulder. Tarantulas tried to jump Rattrap only for Rattrap to jump on him and pull on his fangs.

Back with Optimus and Megatron, Megatron charged at Optimus knocking him to the ground. He then tried to bite Optimus head off and Optimus tried to stop him.

"Amit defeat Maximal the energon shall be ours." Said Megatron as he continued to try to overpower Optimus.

"Not if I can help it." Said Optimus as he flipped Megatron over him and causing his head to get jammed in some rocks. Megatron tried to get out but he couldn't.

"Surrender Megatron. You're trapped!" Said Optimus as he got up.

"No! You shall not defeat me." Said Megatron as he continued to try to pull himself free. With one mighty turn of his body Megatron got free, surprising Optimus as he charged at Optimus. Optimus tried to stop him only to be pulled along with Megatron before slamming him into a rock. Keeping the momentum Megatron bite down hard onto Optimus left leg. Optimus was able to get Megatron off him, but the bite did a lot of damage to Optimus leg and it was now showing wires and circuits. Optimus then grabbed Megatron by the tail and spun him around before letting go slamming him into the rock wall.

Optimus could barely stand due to the damage on his leg and was forced off his feet. "It is over Megatron." Said Optimus putting on a brave face. Meanwhile Megatron was standing and wasn't happy at all.

"It is never over…NNNooo" said Megatron as he transformed into robot mode. "For if I must die then I shall take you with me." Continued Megatron as the energon fields were already affecting him. As Megatron took aim at Optimus and was ready to fire a missile at him, but then he saw rose pedals and next thing he knew Ruby had Crescent Rose in scythe mode and slashed at his tail spear making his missile miss Optimus and hit the energon instead.

The effect were instant, the crystals were all shaking and making a weird noise causing the fights to stop and look at what was happening.

"It's going to blow!" Cried Rhinox as many of them looked on in fear. Meanwhile Ruby who was helping Optimus up was worried how big the blast was going to be.

"Time to fade heroes." Yelled Cheetor while Megatron could barely move due to the energon fields. Ruby helped put Optimus onto Rhinox back as the three of them raced away from the mountain. Just when the mountain was about to blow up somehow Megatron got up and jump out of harms way.

 **Vale, Patch, Maximals location**

Luckily for the Maximals they got just far away from the mountain as it blew up, but that didn't mean they could avoid falling rocks though.

After the last rock came down Ruby looked over to Rhinox. "Glad you were wrong about it blowing up the whole island." Said Ruby with a relieved look on her face.

"You can never know how energon is going to act when detonated." Said Rhinox with a shrug. Optimus then looked over at Ruby with an annoyed look of his face.

"I thought I told you to say back." Said Optimus as Ruby shrunk by his gaze.

But before Optimus could say anything more Dinobot spoke up. "It's true she disobeyed your orders, but it was to save you." Said Dinobot causing Ruby to look at him in shock.

"That's true and since you're not a member of my crew, this will have to do." Said Optimus as he lowered himself to Ruby gaze and put a hand on her shoulder.

"Thank you for saving my life. As a token of my appreciation will you join the Maximals and be our guide here." Said Optimus shocking Ruby and the others.

"Of course, after all my parent taught me to help others and the best way to help others is to stop the Predacons." Said Ruby as Optimus nodded his head and Cheetor got a huge smile on his face.

"Yeah this is sweet and all, but Megatron is gone and so is the energon. So it's over. Can we go home now?" Asked Rattrap hoping he would say yes.

"No Rattrap for now we're stranded here with the Predacon on Remnant. Megatron may be back and from what Ruby told us there is a lot more energon on this world. If they ever get enough, they could conquer the galaxy." Said Optimus as he looked forward away from the group.

"So for now let the battle be here, on the world of Remnant, and let it be called Beast Wars." Said Optimus as he raised his fist in the air, but before they could say or do anything else they heard an engine. Looking up they saw three Bullheads heading to what's left of the mountain.

"What are those?" Asked Cheetor as Ruby got a worried look on her face.

"Their Bullheads, transportation for us." Said Ruby as she looked at Optimus. "Optimus can I ask for a favor." Said Ruby as Optimus raised an eyebrow.

 **Vale, Patch, Rose/Xio long house**

Yang was in a really bad mood. After finally calming the people down she, her uncle and dad all went to that weird glowing mountain only for it to blow up for some reason. The worst part was she never found Ruby. She was worried she got caught in that explosion and was hurt somewhere. As she entered her house with her dad, they were shocked to see ruby sitting at the table looking over Crescent Rose. If they looked out the window beside her they would have seen Optimus in robot mode flying away.

"Hey guys how was your day?" Asked Ruby as if nothing happened. Her father then rushed over to her and checked her over making she was ok.

"Ruby where were you?" Demanded Yang as she walked over to her sister.

"I was testing some new parts on Crescent Rose and I've even made new friends." Replied Ruby though half of what she said was a lie. Optimus told her not to reveal their existence to anyone, even her family.

"Well I'm glad you're ok, but you're grounded for a week for scaring us like that." Said her father with a stern look of her face. Ruby was surprised and look over to Yang for help only to see the same look on her face as well. Knowing there was no way out Ruby slumped down into her chair.

'I would rather fight Megatron then deal with this.' Thought Ruby as she looked out the window.

 **Well I hope you enjoyed chapter two. Now I've had people ask me why I won't be putting team JNPR in with team RWBY. The answer is simple I feel and that I don't need JNPR in this story till later like in season 2. Now that being said that doesn't mean they won't be in the story it just means that they won't meet the Maximals till latter.**

 **One last thing I just wanted to put these two chapters close to each other. I can't promise upload speeds so until next time.**


	3. Lay of the land

**Here the next chapter in the beast wars of Remnant, but before I start I would like to say something. This is to the quest who posting nearly daily for the next chapter to come out, I understand where you are coming form, but you must understand that I have a life and job so I can't work on this story all the time. If you make an account I can give you updates if you wish.**

 **Disclaimer: I do not own either beats wars or RWBY**

Chapter 3 lay of the land

 **Vale, Patch**

To say that the last week at Patch was slow and dull would be a huge lie. After the energon mountain exploded people from all over Remnant came to the island trying to figure out what happened. The Schnee dust company sent many of their best scientists to figure out how the worthless dust exploded and were coming up with nothing. Meanwhile with Ruby the newest member of the Maximals sent all this time suck at home grounded. It wasn't all too bad after all after the fight Optimus decided that Ruby should have a guardian in case Megatron tried something, a position that Cheetor was more than willing to fill.

Currently the two were sitting in Ruby living room with Cheetor in beast mode discussing everything that has happened. The two didn't need to worry about being walked in on due to Ruby's dad helping to guard the Schnee Scientists at the former energon mountain and Yang hanging with her friends. In the background the TV was on with the news on.

"So what has happened snice my grounding?" Asked Ruby as she sat on the couch and was glad that her grounding was now over.

Cheetor then jumped up onto the couch. "Not much we found a nearby cave with energon in it so were good on power for a while. We also finished building a ground bridge making it easier to get around, also Rhinox say thanks for lending him those books on this world, dust, and stuff like that." Said Cheetor as Ruby look at him with a confused face.

"What's a ground bridge?" Asked Ruby not sure what that was.

"A ground bridge can get you from one point on remnant to another in a matter of seconds." Explained Cheetor as Ruby took everything in, but before she could say anything else the TV caught their attention.

"We now go live to the press conference held by the Schnee dust company." Said the anchor person as the screen changed to a podium with tall young women how had pale skin, white hair, and blue eyes. Her hair was in a bun at the back of her head and she had her bangs brushed off to the right side on her face. She wore a white jacket and had a blue vest on underneath it and had a red brooch on her neck.

Behind her was a younger girl who looked like the other girl younger sister. She had her hair in a ponytail to the side of her head. She wore a pale blue bolero jacket with a similarly colored thigh-length dress. The inside of her bolero is red and she wore necklace around her neck.

"Hello there, I am Winter Schnee and I am here on my father behalf. As many of you already know one week ago on the island of Patch a mountain was discover to be filled with what many call worthless dust. But before anyone could reach the mountain the dust exploded for unknown reasons. As of right now the Schnee Dust Company is renewing all research into worthless dust and securing all the dust into a secured area until we find out what caused it to exploded." Said Winter as many camera flashes went off.

One of the reports stood up. "Miss Schnee what will stop this dust from exploding again?" Asked a reporter.

"Truthfully we don't know what caused it to explode in the first place. So we are conducting research in a classified area away from the public." Answered Winter as another reporter stood up.

"What will you use the dust for if you get it to work?" Asked another reporter.

"Until we get the dust to work, what we can use it for will have to wait. Last question." Said Winter.

"There were reports of a fire ball in the sky the night before all this happened. Is there a connection to the explosion and this fireball?" Asked a reporter as Winter just looked at him.

"This is the first I've heard of any fireball, so either no one told me or people were just seeing things." Said Winter as she looked over the crowd once.

"That will be all for today if we find out anything else we will inform the public. Good day." Said Winter as she walked off with the girl following her.

Meanwhile both Ruby and Cheetor watched the whole thing and looked at each other after hearing all that.

Soon the silence was broken by Ruby who started to panic. "Cheetor what if people find the Axalon, or find out how energon works or if the Predacon raid that lab." Said Ruby as Cheetor sat up on the couch.

"Wow, easy there Ruby the Axalon has a cloaking system that makes the top look invisible so overhead aircraft can't see it. As for the energon and the pred's that's anyone's guess." Said Cheetor as Ruby calmed down after hearing that and then looked at the nearby clock.

"When the meeting again Cheetor?" Asked Ruby since she was grounded for a week she couldn't talk to the others so Optimus decided to have a meeting to discuss everything that has happened so far.

"It should start in about a mega-cycle." Answered Cheetor as Ruby looked at him confused and Cheetor caught on.

"That's about an hour in your time and don't worry we'll take the ground bridge there." Said Cheetor clearing things up.

Ruby then looked at the clock again before looking at the TV. "So you want to play a video game?" Asked Ruby as Cheetor just looked at her confused.

"What's a Video game?" Asked Cheetor as Ruby turned on the console and held out a controller for Cheetor. Seeing what a video game was Cheetor transformed and grab the controller.

 **Vale, Forever fall, White Fang base**

Currently the White Fang had set up a base in the forever fall forest. It wasn't the best place to set up a base, but when you are on the move all the time you do what you can. Currently the leader of this group was walking back to camp after a failed dust robbery and the desertion of his partner. This person was a tall male with spiked red hair and a portion of it being black in the back. He was wearing a long-sleeved black trench coat with silt sleeves that had a red designs and a white symbol on the upper left side. He had long black pants and black shoes and black gloves. The thing that stood out the most for him was a white mask he wore that had red lines over it. The mask had two slits on each side. This was Adam Taurus a high ranking member in the White Fang.

Currently he was wondering why Blake, a girl he practically raised himself, would just leave him like that. But he couldn't think about it too much as one of the members of the White Fang came running up to him. He wore the standard uniform of a black long-sleeved shirt and black pant. He had a white vest on with silver gauntlets and had a mask on that looked like a grimm.

"Adam thank god your back." Said the member as he caught his breath.

Confused at why he was out of breath Adam approached him. "What's going on!?" Ordered Adam wanting to figure out what happened.

The member wasn't sure how to answer that. "Um you've got an interesting visitor." Answered the member as Adam looked annoyed.

"Is it that woman again?" Asked Adam not wanting to deal with her again.

"Um, no. It's a dinosaur." Said the member as Adam just stared at him for a few moments before saying something.

"Did you all get into the alcohol again?" Asked Adam not believing him and thought they were drunk again. The last time they all got drunk they all ended up on a train and were all in animal costumes. He still couldn't figure out how they got those costumes.

"No! It's waiting for you in your tent." Replied the member as Adam figured he should check it out.

"Fine but if you are wasting my time, you're going to clean all the weapons here." Said Adam as he went to his tent, but the member asked one more thing of him.

"Um, sir where Blake?" Asked the member as Adam stopped.

The look that he gave the member was so intense that he was about to pee himself in fear. "She's not coming back." Was all Adam said before walking off.

As he walked to his tent his saw that all the members were looking at his tent with looks of disbelief. When he finally reached it he opened the flap to reveal a purple dinosaur just standing there.

The dinosaur saw him and turned to face him. "Aw, Adam I presume." Said the dinosaur as Adam put a hand on his weapon.

"Who or what are you?" Demand Adam as the dinosaur laughed.

"Straight to the point. I knew coming to you was the right choice. My name is Megatron leader of the Predacons." Said Megatron as Adam wasn't impressed.

"What do you want?" Asked Adam as looked at this Megatron and never took his hand of his weapon.

"Why that quite simple really I want to form an alliance between our two groups." Said Megatron causing Adam to laugh.

"Why should I join force with you?" Said Adam thinking it was just like with that woman the other day.

"Why don't I show you why? Megatron Terrorize!" said Megatron as he transformed into robot mode shocking Adam.

Adam was quite for a few moments before he finally spoke. "Alright let's talk." as he sat down and Megatron following suit.

 **Vale, Patch, Rose/Xiao long house**

After an hour of playing video games Ruby and Cheetor who was back in beast mode were slipping out the back of the house to avoid unwanted attention. Ruby was currently angry with Cheetor as the two walked to the ground bridge coordinates so they could get to base. But little did they know someone was tailing them.

"I can't believe you beat me so many times." Grumbled Ruby as Cheetor just laughed.

"Those games aren't so tough you should try some of my games. Now those are tough games." Said Cheetor shocking the person trailing them causing them to make a sound altering Cheetor to them. Cheetor then looked back trying to figure out who was there.

"Something wrong Cheetor?" Asked Ruby as Cheetor just look over at her.

"I thought I heard something." Replied Cheetor before shrugging. "It must have been my imitation." As the two walk off. Coming out from behind a tree was Yang with a shocked look on her face. She came home early and saw Ruby sneaking off, not wanting something to happen to her again, she decided to follow her. Now she wasn't sure what was going on after seeing that cheetah talk.

'Ruby what have you gotten yourself into?" Thought Yang as she followed them until they stopped in a small clearing.

"Ok the ground bridge should be here soon." Said Cheetor as Yang wondered what it was talking about. Soon a green vortex appeared out of nowhere in front of the two shocking Yang and Ruby.

"So we just step through this thing and appear near the base." Asked Ruby as Cheetor nodded yes. Soon the two walked through the bridge and Yang then rushed toward the bridge and got through before it closes.

 **Vale, Patch, Axalon**

As the two walked through the ground bridge they saw the Axalon in the distance, but before they walked any father they heard a thud behind them. Looking back the two saw Yang there picking herself up.

"Yang what are you doing here?" Asked Ruby in shock as Yang stood up and glared at Cheetor.

"Trying to figure out what you're doing." Said Yang as she active Ember Celia and got ready to shot at Cheetor, but before she could Dinobot appeared.

"An intruder, I shall deal with her. Dinobot maximize!" Said Dinobot as he transformed at brought out his sword and shield.

Now normally Yang is a strong person, but after seeing a cheetah talk, going through a weird portal and now seeing a living dinosaur that transformed in front of her. Yang did something she never thought she would do in her life, she fainted.

Ruby then rushed over to her to check on her, before looking over to Dinobot. "Calm down Dinobot she's my sister." Said Ruby as Dinobot just shrugged and reverted back into beast mode.

Cheetor walked over to Ruby and look down to Yang. "What should we do with her?" Asked Cheetor as Dinobot walked over to the ground bridge controls.

"We should send her back." Said Dinobot as he readied the ground bridge systems, only for Ruby to stop him.

"No she'll just follow me again and this might happen again." Said Ruby as Dinobot looked over at her.

"Then what do we do?" Asked Dinobot and Ruby thought about it.

"We tell her the truth." Was all Ruby said as the two looked at each other with doubt. But had little choice as Ruby was carrying her sister to the Axalon.

 **Vale, Forever fall, White fang base**

Back with Adam and Megatron the two have been talking for some time. Megatron told him about his species and their history. Meanwhile Adam just sat there drinking some water listening to what Megatron told him.

Adam then put his drink down and looked Megatron in the eyes. "That's an interesting story, but what does it have to do with the white fang." Said Adam trying to get Megatron's angle.

Megatron just took a sip of some energon whine that he brought with him, before answering. "It's quite simple really the faunas and Predacons are more alike than you think. Both have been hated and viewed as nothing more than a hindrance. That is why our groups fight to gain what is rightfully ours." Said Megatron as he clenched his hand into a fist to prove his point to Adam.

Adam meanwhile just thought about what he said. "How do I know you aren't just going to use us" Asked Adam thinking that Megatron would just use them as cannon fodder.

"Of course I'm going to use you, as you are most likely going to use us." Answered Megatron shocking Adam that he would admit so freely like that.

Megatron then stood up and walked over to the entrance of the tent. "But in order for you to trust us I will give you a gift, please follow me." Said Megatron as he walked out of the tent with Adam following him. When they both were outside many White Fang members just stared at Megatron never seeing anything like him before.

"So where's this gift?" Asked Adam wanting to see what Megatron would give them.

"It's coming. Wazzpinator, Terrorsaur bring our new allies their gift." Said Megatron as talked into a communicator. The next thing the White Fang saw was a giant wasp and pterodactyl flying down to them while carrying a crate. The two then dropped the crate onto the group and then both transformed before their eyes.

"Here the present you wanted Megatron." Said Terrorsaur as he started to remove the lid from the crate. Once it was off Adam walked over to look inside to see what it was. What he saw shocked him, the entire crate was filled with weapons of all types. He reached inside and pulled out a gun that looked like the one Terrorsaur uses.

"What is all this?" asked Adam as Megatron just chuckled as the rest of the White Fang started to pull out weapons form the crate.

"I can't have my allies ill-equipped now can I." Said Megatron as Adam took the gun and aimed it at a nearby rock and fired. The blast form the gun destroyed the rock and sent pieces flying. Soon all the White fang members grabbed a gun and started to familiarize themselves with the guns.

Adam just looked at the gun and then back at Megatron. "Why give us theses?" Asked Adam as Megatron laughed.

"As I told you before we are not that different. And when we defeat the Maximals and conquer this world, I will need someone to stay on this world and rule it for me. That someone could be you." Said Megatron as Adam thought it over.

"Let's finish our talks Megatron." Said Adam as Megatron got an evil smile on his face.

 **Vale, Patch, Axalon**

Yang started to wake up as she had the weirdest dream that Ruby was hanging out with talking animals and a then there was that green vortex and finally that transforming dinosaur. Yang then opened her eyes and realized she didn't know where she was. The room as grey and the room just had a bed in it and had a door near the bed. She then got up and saw she still had Ember Cecilia on her. Yang then went through the door and saw an empty hallway, not sure witch way to go Yang picked a direction and ran.

'Wait is Ruby here too?' Though Yang as she continued to run through the halls. Soon she heard voices in front of her and she slowed down to hear them.

"Ah I still say this is a bad idea." Said a whinny voice as yang slowly walked toward them.

"I conquer with the rodent. This will end badly for us." Said a gruff voice that Yang recognized as the Dinosaurs voice.

"Well I agree with Ruby if she followed once she'll do it again and again. It's better to get it over with now rather than wait." Said another voice, but Yang didn't care when she heard Ruby name mention.

She then ran towards to voice and entered a circler room with a circle table in the middle of it. But what Yang looked at was five robots sitting at the table and her little sister sitting with them.

"Yang your up." Said Ruby as she got up and walked over to her sister. Once close enough to her Yang grabbed Ruby and put her behind her and got Ember Celia ready.

"Ruby you and me are getting out of here." Said Yang as she started to move back.

"Please calm down Yang, you and Ruby are in no danger." Said Optimus as he slowly stood up. Yang was taken back by how this robot knew her name.

"Yang remember how to told you and dad about some new friends I made?" Asked Ruby as Yang just nodded. "Well these are them." Said Ruby as Yang looked on in shock.

"Ruby they kidnapped me!" Stated Yang as Ruby shock her head.

"No I brought you here once you fainted." Said Ruby as Yang blushed at the reminder.

"I didn't faint." Denied Yang as Optimus walked over to the two sisters.

"Allow me to introduce myself I am Optimus Primal captain of the Axalon or what's left of it. This is my crew Rhinox, Rattrap, Cheetor, Dinobot and our newest member Ruby Rose." Said Optimus as he pointed to each member when he introduced them. But Yang only cared about him saying Ruby was a part of this.

Yang then turned to face her sister with a frown on her face. "What does he mean that your part of his crew?" Asked Yang as Ruby stared to look away. Seeing this some of the Maximals laughed at the sight.

"Well you see I joined after I saved Optimus life at the energon mountain, just before it exploded." Explained Ruby as Yang looked on in shock, before she got an angry and confused look on her face.

"What! You were at that mountain when it exploded and what is energon?!" said Yang as Optimus put a hang on shoulder.

"Maybe we should sit down and tell you everything from the beginning." Said Optimus as he and Ruby sat down at the table. Yang wanting answers joined them. Soon both Optimus and Ruby started explain the situation to Yang.

 **Vale, Forever fall, White fang base**

After talking some more Megatron and Adam came to an agreement. The White Fang would help the Predacons with whatever they needed and in return the Predacon would supply them with weapons and share their base with them. Soon the two stepped out of the tent and saw that Wazzpinator, Terrorsaur and Scorponok (who recently joined them) were helping the White Fang understand their new weapons better.

Megatron cleared this throat and got everyone's attention. "Attention all Predacons and White Fang members we have come to an agreement." Started Megatron as Adam walked forward.

"As of today the White Fang and Predacon are working together to get what we truly deserve. We have made a deal that will work for both parties. If you don't like it then leave now." Said Adam as everyone just looked at each other as the processed what they just heard.

Megatron then placed a hand on Adam shoulder "Well said I would expect nothing more form my new second in command." Said Megatron shocking everyone especially the Predacons.

"An organic as our second in command?!" Said Terrorsaur not sure what to make of it.

"Wazzpinator not sure what he should think about that" Said Wazzpinator as he scratched his head in thought.

Scorponok was shacking in anger as he walked forward. "Him as your second in command. We don't even know if he can be trusted Megatron." Stated Scorponok as he pointed at Adam with a pincher.

"How do I know you can be trusted?" Countered Adam causing Scorponok to shack in anger even more. Megatron then walked between the two.

"Then we shall settle this matter the Predacon way." Said Megatron as he walked away from the two, as the White Fang members looked at him for an answer. "With a battle to the death" Finished Megatron as Scorponok just smirked and Adam looked at him with disbelief.

"What do you mean?" Demanded Adam as he readied his weapon.

"Why its quiet simple really, to gain their respect you need to show your power. You don't have to kill him if you don't want to, just disarm him and make him summit." Said Megatron as Scorponok had enough and fired two missiles at Adam. Adam Quickly jumped out of the way and the missiles destroyed his tent. Adam then rushed up to Scorponok and before Scorponok could respond Adam cut off his right arm.

Scorponok streamed out in pain as he held were his arm used to be. Adam then took advantaged of Scorponok situation and cut of the other arm, completely disarming him. Adam them placed his blade to Scorponok neck as he looked on in fear.

"I win." Said Adam as he kept the blade where it was. "If you try something like that again I will end your life." Finished Adam as he put his weapon away and walked over to Megatron.

"Very nicely done." Applauded Megatron as Adam just stood in front of him with his weapon ready.

"Try something like that again and I'll cut you down." Said Adam with a determination in his voice, but instead of scaring Megatron it just made him smile at him.

"I knew you were the right one to be my second-in-command." Said Megatron as he patted Adam of the shoulder.

Adam wasn't happy but he knew when and where to strike. "So is this everyone under your command?" Asked Adam as he watched Wazzpinator and Terrorsaur playing keep any with Scorponok using one of his arms.

"No I have one more. He's currently on another mission right now." Answered Megatron as he shook his head as he watched his men paly around.

"Actually I've already finished" Said a voice form the shadows as many White fang members pointed their new weapons in the direction of the voice. Coming out was Tarantulas in beast mode and a male human. This person was wearing a red-lined white suit and black pants. He also wore a small gray scarf and black gloves with rounded sleeves. He had orange hair and long bangs that covered his right eye. He has a black blower hat that has a red band and a small feather on it and he was also holding a cane with him.

"I must admit I wasn't expecting to enjoy watching you cut of that guys arms so much, but I did." Said the human as the White Fang kept their weapons on him.

Adam looked over to Megatron wanting answers. "Who is this human?!" Demanded Adam as the human just lit a cigar.

"The name is Roman Torchwick." Answered Roman as Adam glared at the man.

"It's quite simple really Adam." Started Megatron as everyone turned their attention to Megatron. "The White Fang will be our muscle, while Roman here will be our eyes and ears to help us gain intel we would otherwise not gain." Finished Megatron as Adam continued to glare at him.

"I won't work with a human." Said Adam as he pointed to Roman causing Roman to chuckle at him.

"It's not like I want to work with you animals either, but given what being offered we have to be crazy not to take it." Said Roman as Adam hated to admit it but he was right. With the Predacons help they could do so much more.

Looking at Roman Adam had to know one thing. "What did they offer you?" Asked Adam curious what he was offered in return for working with the Predacons.

Roman chuckled a little before putting on a serious face. "They offered to give me a place in their new world, but in the mean time they offered me man power and a way to get away from the authorities if things get dicey." Answered Roman as Adam knew when he said man power he meant the White Fang.

Megatron then stepped in between the two. "As much fun as it would be to watch you both try to kill each other, we have more pressing matters to deal with." Said Megatron as the two stared at each other before looking away.

"Fine, but what use is he really the White Fang have informants already." Said Adam as Roman just laughed at him.

"Really then you most likely know that due to the White Fang stealing so much dust that the Schnee dust company has change how they move their products around." Said Roman as Adam looked at him with interest.

"What do you mean?" Asked Adam wanting to know what he was talking about.

"It's simple really they took of their logos and put on another company's logos, but you already knew that didn't you." Said Roman smugly as Tarantulas laughed behind him.

Megatron finally had enough and got in between the two again. "Enough! As of now you two are allies, you can kill each other latter. But for now we are moving out." Said Megatron in a no nonsense type voice.

Soon everyone was tearing down the tents and in an hour there was no sign that the White Fang was even there. But form the shadows three people watch as the White Fang and Predacons worked.

"Very interesting." Was all the leader of the group said before they all left.

 **Vale, Patch, Axalon**

It took some time but Yang was finally brought up to speed on what has happened last week.

"So you guys are alien explorers that got caught up in a war. And that mountain was filled with this energon stuff and it exploded. Now Ruby here is a part of your crew and is going to fight these Predacons." Said Yang as Ruby just nodded yes.

"Yeah that about the jest of it." Said Rattrap as Yang put a hand to her head.

"I need to lie down." Said Yang as she got up.

"You can use your bed from earlier it just down that hall third door on the left." Said Rhinox as Yang left the room.

"Now if there are no more interruptions can we get this meeting started?" Said Dinobot as he sat there annoyed.

Optimus knew they put it off long enough and brought up some files form the computer. "Agreed. Now then Rhinox can you tell us about your study of dust and energon?" Asked Optimus as Rhinox brought up two pictures one of dust and the other of energon.

"From what I was able to find out so far in my studies of the two substances is that dust is like a lesser form of energon. I can still be used as ammo, but that about all it can be used for." Said Rhinox as Ruby raised a hand to ask a question.

Seeing this Rhinox let out a chuckle at the sight. "Yes Ruby." Said Rhinox feeling like a teacher.

"Can't you make adjustment to your gear to make it work?" Asked Ruby as Rhinox just shook his head.

"I'm afraid it can't work like that Ruby. Some of these systems need a certain amount of power just to work properly, changing the power flow won't work." Replied Rhinox as Ruby thought about what he said before speaking up again.

"Well what about the base guns? Can't we use dust as ammo for them and save the energon for other systems." Said Ruby as Optimus liked that idea as he looked over at Rhinox.

"Could it work?" Asked Optimus as Rhinox brought up the Axalon weapons systems.

He studied them for a moment before giving his answer. "It could work but I'll need some help. But I think I already have a volunteer." Said Rhinox as he saw Ruby jumping in her seat on the thought of working on weapons of that size.

Dinobot didn't like this line of thought. "We shouldn't worry about defence we need to go on the attack." Said Dinobot as Optimus knew this was going to happen.

"Say we attack Dinobot, then what. We know that the Predacon crashed in Vacou, but without communications or an energon supply then what. We be out there and run out of power and no way to get back to base if we need to." Said Optimus hoping that it would calm him down a little.

"Then it would be a glories battle." Said Dinobot as the rest shook their heads.

"Listen chopper face I have no plans on dying here, so clam it." Said Rattrap as the two looked at each other getting ready to fight again.

Off to the side Ruby leaned over to Cheetor. "Have they been like this all week?" Asked Ruby as Cheetor leaned over to answer.

"You have no idea. I think this is going to be the norm for them." Replied Cheetor as the two sat back straight.

"Enough, both of you. Rattrap what about the energon mine you found?" Said Optimus stopping the fight.

Rattrap glared at Dinobot for a second before answering. "The mine should last of for a while, but we should look for other sources just to be safe." Said Rattrap as Optimus nodded at him and turned to Dinobot.

"Dinobot what have you found out about the grimm?" Asked Optimus as everyone looked over at Dinobot for his report on them.

"From the books that I've read there are many different types of grimm, some can fly, while most stay on the ground. I tried to get close to them but every time I did they would somehow know I was there and run away." Said Dinobot as Ruby looked at him funny.

"Why would they run away from you? They attack everything that they see." Wondered Ruby as Rhinox thought of something.

"Maybe they didn't run form Dinobot, but rather the energon in his body." Said Rhinox as everyone stared at him wondering what he meant.

Seeing everyone staring at him Rhinox continued. "As I said earlier dust is a weaker form of energon, and dust is the only thing that can hurt and kill the grimm. So it stands to reason that the grimm would stay away from energon since it can kill them." Said Rhinox as the others pondered what he said.

"So you guys are grimm repellent." Said Yang as she rejoined the group, surprising Ruby.

"Yang I thought you were laying down?" Asked Ruby as Yang sat down near her.

"I was going to then I heard your meeting and deicide to listen in on it." Answered Yang.

"Going back to the grimm, this only supports my theory that they aren't natural life forms from this world." Said Rhinox shocking both Ruby and Yang hearing this.

"What do you mean that they aren't natural life forms?" Asked Ruby trying to understand things.

Rhinox knew this was coming and brought up a video of a grimm dying. "A normal life form doesn't evaporate when they die and the fact they are attracted to negative emotions also is unnatural." Said Rhinox as Optimus add in.

"I reviewed our ships archives and there is no mention of anything like this before." Said Optimus as Ruby and Yang looked at each other with worry.

"Then what does that mean?" Asked Yang wondering what the grimm really are.

"We have no idea, but the facts don't lie. It's almost like they were put here to test you or something." Said Optimus as Cheetor added something in as well.

"I've been looking into the faunus as well and there is no record of how they started. It's almost like humans and Faunus started on this world together." Said Cheetor as everyone just sat there in silence for a bit.

"Hum, it would seem that for every answer we gain, two more questions would appear." Said Dinobot bring everyone back.

"But the question is what do we have to do to get all the answers?" Asked Ruby as no one answered her.

Optimus then stood up and walked over to Ruby. "Well moving on I have something for you Ruby." Said Optimus as Ruby got excited as jumped onto Optimus arm.

"What is it." Said Ruby happily as Optimus just chuckled at her antics and pulled her of his arm.

Optimus then pulled out the maximal symbol and handed it to Ruby. "With this you are now officially one of my crew, do you expect it Ruby." Said Optimus as Ruby took the symbol without a second thought.

"Of course Optimus." Said Ruby as she put the Maximal symbol next to her own symbol.

"So where do I sign up?" Asked Yang surprising everyone.

"Are you sure? It will be dangerous." Said Cheetor making sure she understands the dangers involved.

"If my baby sister is involved in all this, then I'm going to join up and keep her safe." Said Yang with determination in her voice.

Dinobot chuckled at hearing this. "She has the fire of a warrior." Said Dinobot as Yang took it in pride.

"I figured when Ruby told me about you it was only a matter of time before you joined. So I prepared for it." Said Optimus as he pulled out another Maximals symbol and gave it to Yang. Yang then placed the symbol on her belt near her symbol.

"For booting up cold, your letting another person join us. Maybe we should put an ad in the paper asking for people to join us." Whined Rattrap as everyone ignored him.

"Now then you both should know that those symbols have trackers in them in case we need to find you, also they have communication devices in them so we can contact you if need be." Said Optimus as Yang gave her sister a big hug.

"I'm so proud of you making friends and joining a team." Said Yang as Ruby started to turn blue.

"Yang… air." Ruby said weakly as Yang let her sister go and she started to breathe again.

Optimus cleared his throat to gain their attention once more. "Just so you two know I have a feeling more humans and faunus will join us in the future, so everyone from this world will report to Ruby as their leader." Said Optimus as everyone was shocked to hear that. Ruby then fainted hearing that and Yang and Cheetor rushed to her side.

"Are you sure about that Optimus? Leadership is a large burden especially for one so young." Asked Dinobot as Optimus walked over to a window and looked out it.

"I'm sure she'll do fine. But right now we need to prepare for the future, we have no idea what Megatron has done in these past few days. We need to be ready for anything." Said Optimus as Dinobot silently agreed with him. After all the Beast wars have only just begun.

 **Well the Maximals have new ally in Yang, but the Predacons have now team up with both the White Fang and Roman Torchwick. And we all can guess who was watching the Predacons and White Fang.**

 **Now then I've been thinking about adding new transformers to this story but have been coming up with nothing. So I'm asking for people own transformers that they want in this story. Now I will only take suggestions from people with accounts in case I need to talk to them about their character. Now if you're interested I want their name, witch side their on, their beast mode, appearance, and a bio about them.**

 **And one last thing what did people think about the latest episode of RWBY?**


	4. The web

**I would just like to tell everyone before the charter starts that I will be working on this story and my other story at the same time. So I can't promise update speed for either one.**

 **Disclaimer: I do not own either beast wars or RWBY**

Chapter 4 The web

 **Vale, Patch, Axalon**

It has been quite since Yang joined up with the Maximals. Currently everyone was getting ready for whatever could come their way. Rattrap and Dinobot were getting energon stockpiled, Optimus was going over all reports he could get to see if there was any Predacon activities involved, Ruby was working on the base guns (Something she really enjoyed doing), Rhinox was working on a way to commutate over long distances after hearing about the CCT system, and Yang she just entered the bases perimeter via ground bridge riding his motorcycle Bumblebee.

'No matter how many times I do that it's still freaky.' Thought Yang as she drove her bike to the garage area of the Axalon and started to walk over to the command centre to check up on Ruby. As she walked into the command centre she saw both Optimus and Rhinox looking at a computer chip of some sort.

Getting curious Yang walked over to them. "Hey guy what's that thing?" Asked Yang as the two looked over at her.

"It's Rhinox latest invention. With it we can communicate with each other over long distances. Good job Rhinox." Said Optimus as he gave Rhinox a pat on the back.

Yang got interested in the little chip "How does it work?" Asked Yang as she looked at the chip closer.

"Well when I heard of your CCT system I figured if I could piggyback the signal while masking it so they didn't even know it was there and we could use it full time, we could use the towers as a way to communicate with each other over long distances." Said Rhinox as Yang had no idea what he just said.

"What did you just say?" Asked Yang as she tried to figure out what Rhinox, luckily for her Ruby walked by with a belt of tools on her waist, a safety harness around her body and some goggles on her head.

"It means this chip can hack into the CCT system and no one will know about it." Explained Ruby as she checked her tools. Yang then got an knowing look on her face as Optimus smiled.

"Like I said Rhinox good job. With this we can finally fix our long distance communication problems." Said Optimus as he patted Rhinox on the back.

Rhinox on the other hand was still not so sure about it. "Well it still needs a field test." Said Rhinox, but as he said those words Cheetor came running up to them and jumped onto the table in front of them.

"Test, I'm your bot. What you got?" Said Cheetor excitedly as Optimus wasn't so sure about letting him do it, but he decided to give him a chance.

"Rhinox created a chip that should help the comm's links and solve our long range communication problems." Said Optimus as Rhinox had to remind him once more of something.

"If it works, if something goes wrong Cheetor could become a beacon that everyone could track. And that the best case scenario" Reminded Rhinox but Cheetor didn't care.

"Then let's find out, I don't mind the risks." Said Cheetor as Optimus took the Chip and moved over to Cheetor head and opened it.

Optimus then started to install the Chip into Cheetor. "Cheetor it's a valuable piece of equipment, take care of it." Said Optimus as he finished installing the chip.

"I copy big bot." Said Cheetor before he got a curious look on his face "What do I do?" Asked Cheetor wondering how the chip works.

"The chip integrates with you comm. link so just uses you comm's like you normal would." Answered Optimus as Rhinox gave another comment.

"We hope." Said Rhinox as he turned his head, but Ruby then walked over to him and patted his back.

"Even if it doesn't work, at least you're on the right track." Said Ruby as it lifted Rhinox sprits.

"I guess you're right. Also as soon as I'm done here I'll help you with the energy flow for the main guns." Said Rhinox as Ruby gave him a nod.

Meanwhile Optimus was giving Cheetor instructions on what to do. "Head away from the base vector Ogema and check in every ten mirco-qauds. We'll see how far we can track you." Said Optimus as he active one of the computers and brought up a map of Patch.

"That seems simple enough." Said Yang as she thought she could do it.

But Optimus wasn't finished yet. "And if you encounter any Predacon's return immediately." Ordered Optimus as Cheetor just laughed at that last part.

"I'll be moving too fast for them to see me." Said Cheetor as he ran off causing Rhinox to shake in head in worry.

"He'll do fine." Reassured Optimus, but did little to quell Rhinox worries. Meanwhile Ruby walked over to the centre console and pressed a button and opened up the ceiling.

Ruby then looked over to Yang. "Yang can you keep an eye on the sensors? I don't want to be on the roof if the Pred's attack." Asked Ruby as Yang sat down in a chair and moved it over to a console.

"I've got your back sis." Said Yang as Ruby then went to the roof to work on the guns, meanwhile yang was trying to try turn on the sensors, but could turn the console to work for her. "Come on work!" Said Yang as she was ready to hit the console only for Rhinox to stop her.

"If you break it, I have to fix it." Said Rhinox as he looked at Yang with a stern look.

Yang then rubbed the back of her head in embarrassment. "Sorry but I can't get the sensor to turn on." Said Yang as Rhinox pressed a couple of button and the radar appeared on the screen.

Rhinox then turned to Yang with a blank look. "You did read that manual on how the consoles work, right?" Asked Rhinox as Yang just chuckled.

"I skimmed it." Replied Yang when in reality she didn't even look at it yet.

"Right." Said Rhinox who knew Yang was lying, but the test was more important than this. Rhinox then went over to were Optimus was and looked at the screen and checked in on Cheetor progress.

 **Vale, Patch, Scorponok Location**

Scorponok was mad, no he was furious ever since that organic Adam cut off his arms no one was taking him seriously any more. Whenever anyone had the chance they would remind him of his loss and make jokes at him expense, like 'don't fall apart on us' or 'don't breakdown on us'. He knew he had to do something to get back into Megatron's good book and fast.

Currently he was digging in some rubble trying to bring something out, while two White Fang members just stood nearby and watched him. Soon Scorponok moved enough rocks to reveal what looked like some sort of pod.

Scorponok was very happy with what he found. "Megatron will reward me for finding this." Said Scorponok was he tried to pull out the object that he found. Meanwhile the two White Fang members looked at him like he was crazy.

"Hey how we get stuck with this guy?" Asked one of the White Fang members causing the other to shrug his shoulders.

"Hell if I know man." Replied the other guy, meanwhile Scorponok was still trying to pull the object from out of the rock, but was having little success with it.

Scorponok then turn to the two annoyed by their talking. "You two give me a hand with this!" Ordered Scorponok as the two looked at each other before they started to clap their hands.

"That's not what I meant and you know it." Said Scorponok as the others just stop clapping.

"What are you going to do fall apart on us?" Mocked one of the White Fang members causing Scorponok to shake in anger and walk behind the two members as they laughed.

"Scorponok Terrorize!" Screamed Scorponok as he transformed into robot mode and pointed his claw launcher at the two members. Both members saw this and jumped out of the way as Scorponok fired at the rocks behind them.

The blast was so loud that Cheetor who was running nearby head it and stopped because of it.

Knowing something was up Cheetor active his comm's. "Cheetor to Optimus, do you read me?" Asked Cheetor hoping the chip worked.

Meanwhile back at the Axalon both Optimus and Rhinox heard Cheetor loud and clear. "Yes," Said Optimus as he turned to Rhinox "And he's five micro quads away, looks like it's working." Said Optimus with some small glee in his voice.

But Rhinox didn't share his joy. "So far" Said Rhinox like he was expecting something to go wrong.

"I just heard some kind of explosion, I'm going to check it out. I'll talk to you in a minute" Said Cheetor bring both attention back to the comm's and even caching Yang's attention as she look over.

"Explosion?! Wait Cheetor don't." Said Optimus worried about his second youngest crew member.

"He's moving again." Said Rhinox as he looked at the screen.

"What are we going to do?" Asked Yang from her console as Optimus got up from his seat and walked over to the roof hatch.

"I'm going after him. If he calls in tell him to get out of there now!" Said Optimus as he activated his jets as flew out of the base. He was so worried about Cheetor that he failed to see that his departure was so fast that the wind he made knocked Ruby of the roof, luckily for her she had her harness attached to the roof so she didn't fall far. Unfortunately she was hanging off from the Axalon.

"Yang, Rhinox as little help here." Said Ruby as she hung upside-down while Optimus left her field of sight.

Meanwhile back with Cheetor he was racing of to where the Explosion came from, not knowing what he could find. And with Scorponok he saw that his prize was now freed from the rocks and he reverted back into beast mode. The two White Fang members were fine, but pissed off at Scorponok.

"What the hell!" Yelled one of the White Fang as both of them stomped over to Scorponok.

Scorponok gave them a glace before looking back at his prize. "I gave you a warning, maybe your ears are broken." Replied Scorponok with a coy smile as he pulled out a cannon from the rocks. While he was inspecting the cannon and the White Fang members were trying to get him to listen to them, they failed to see Cheetor sneak up behind them.

Cheetor hind behind some rocks and looked over at what they were doing. "Oh no this is trouble. Cheetor Maximize" Said Cheetor as he transformed and then contacted the base.

"Cheetor to Optimus." Said Cheetor as he waited a second for a response.

"Optimus is on his way. He said you should get out of there" Said Rhinox hoping Cheetor would listen to him.

"No can do baby blue, Scorponok here with two faunus and they found a mega cannon. It must have come from their ship. I got to stop them before they get it back to their base. Cheetor out." Said Cheetor as he got his gun ready.

Meanwhile Scorponok and the White Fang members still didn't know that Cheetor was there. "Um, still operational, Megatron will be pleased." Said Scorponok as The White Fang members stopped and looked at the cannon.

"If that thing still works I can't wait to see what it can do." Said one member as the other nodded.

"Yeah maybe we should point it at the Schnee's." Said the other as they thought about it.

"Too bad you'll never get the chance." Said Cheetor causing the three to turn around and see Cheetor standing there with his gun pointed at them. Seeing this Scorponok started to click his pincers together fast.

"Clicking makes me twitch and there's a full charge in this beauty." Said Cheetor as he choked his gun. One of the White Fang tried to get to the cannon but Cheetor saw him.

"Aw, aw away from the big boomer." Said Cheetor as he moved them away from the mega cannon.

Seeing that things were under control Cheetor decided to call the base. "Cheetor to base I've got the gig in hand. Tell Optimus to home in on my signal." Said Cheetor but he got no reply. "Cheetor to base." Said Cheetor again trying to contact someone. As he was trying to get a hold of someone he failed to see that Tarantulas sneaking up behind him.

Seeing this Scorponok took a step forward, but Cheetor saw it. "Aw, aw, aw you're making me twitch again." Said Cheetor failing to see the threat behind him.

"And I'll make you scream." Said Tarantulas as he made himself known while laughing. Seeing him appear out of nowhere startled Cheetor causing him to blindly fire at Tarantulas only for each shot to miss.

Meanwhile Scorponok saw his chance. "Scorponok Terrorize." Said Scorponok as he transformed and fired two missiles at Cheetor who just turned around and took the blast right in the chest.

"Yes." Said Scorponok as pumped his fist at the perfect shot.

"Good shooting boss." Said one White Fang member.

"Yeah, way to show him." Said the other as they both praised Scorponok.

"Better grab that weapon while you can and get it back to base. Optimus is coming." Said Tarantulas but no one could see where he was.

"Don't give me orders, I will soon be second in command." Said Scorponok as they waited for a response only to hear the wind and the roar of jets in the sky. Seeing he had no choice Scorponok transformed back into beast mode and moved the cannon with the help of the White Fang members before Optimus could see them.

Optimus currently was trying to get a fix on Cheetor location and tried to contact him again. "Cheetor, Cheetor." Said Optimus only getting static in return.

Optimus was starting to get very worried at. "His signal stopped. It could be energon interference." Said Optimus but he knew better than that. "Better use scan mode."

Soon Optimus field of view changed and he started to scan everything that he saw.

"Target spotted, locking in." Said the computer in Optimus head.

"Cheetor!" Said Optimus with worry as he hurried to the location.

When Optimus got there he saw nothing at first but as he looked around he found something he wished he hadn't. Lying on the ground with a big hole in his chest was Cheetor.

"NO!" Yelled Optimus as he hurried over to his side as rushed him back to base.

 **Cheetor dream, Cybertrion**

In Cheetor dream there where large weird looking buildings all over and aircraft flying everywhere. The most interesting thing was that there was a rooftop that Megatron, Terrorsaur, and Wazzpinator all on and all of them were pointing their weapons at something. It turns out it was Cheetor who was sitting on a higher roof and looking down at them while laughing.

All three of them growled at Cheetor before they started to fire at him. All their shot didn't even come close to hitting Cheetor, all the while Cheetor just sat there watching them try and fail at hitting him. Soon Cheetor just flipped his gun in his hand and shot at Terrorsaur and Wazzpinator sending them flying and leaving Megatron by himself. Seeing this Megatron growled at Cheetor, but was blown forward due to an explosion from behind as he got up he saw Cheetor was aiming at him.

"Now it's just you and me mega jerk." Said Cheetor as Megatron just screamed in frustration. Cheetor then fired causing a huge explosion and saw Megatron head flying away.

"They never learn." Said Cheetor feeling pretty good about himself, until he heard someone else.

"And when will you learn pussycat?" Said a voice causing Cheetor to jump up and look around. Soon Cheetor saw a hole in a building and looked at it. Soon Cheetor saw green glowing eyes that started to laugh at him. Cheetor then fired wildly at the eyes only for none of the shots to hit. Soon the eyes appeared again with the laugh, scaring Cheetor even more.

Soon Cheetor heard another voice. "Scorponok Terrorize!" Said Scorponok as Cheetor saw him transform, but Cheetor was frozen with fear and couldn't move. Soon Scorponok fired a missile at Cheetor who did nothing as the missile came at him.

 **Vale, Patch, Axalon**

Cheetor then shot up screaming on the bed he was lying on, and saw that he was in the surgery bay in the Axalon. He was then pushed down by Rhinox who was still fixing him. Looking around Cheetor saw that everyone, but Dinobot was in the room looking at him worried.

"There good as new." Said Rhinox as he finished his work on Cheetor.

Rattrap then jumped onto Rhinox shoulder. "Yeah and twice as loud." Said Rattrap as cleaned his ear only to get a slap to the back of the head by Yang.

"Ease off Rattrap you saw the shape he was in when he got here." Defended Yang as Cheetor got up and saw a pissed of Optimus looking at him.

"Hey big bot. What happened out there?" Asked Cheetor nervously as he knew he was in trouble.

"You took a Predacon missile right in the chest place." Answered Rattrap as he ate an apple. "Guess you aren't as fast as you thought kid-oh." Insulted Rattrap causing Ruby to glare at the rat making him look away in fear at the look he got.

"At least he confirmed that the new comm. chip works." Said Ruby as she continued to glare at Rattrap.

Meanwhile Optimus wanted to get down to business. "Rhinox said you reported something about a mega cannon?" Asked Optimus wanting to learn more.

"That's right it must have blown off their ship in the crash. Scorponok and two faunus found it, so I catted in and got the drop on them." Replied Cheetor as Ruby and Yang got curious of the faunus.

"Wait, what were these faunus wearing Cheetor?" Asked Ruby hoping she was wrong with what she thought.

Cheetor thought for a moment before answering. "They had mostly black on with white vest and they wore masks that looked like grimm." Answered Cheetor causing Ruby to frown at that, something Optimus picked up on.

"I'm guessing you know who these people are." Said Optimus wondering who they were dealing with.

"They're called the White Fang. They are a group of faunus they want faunus's to be treated better. But they've taken extreme measures lately to achieve it. And worse no one knows their numbers and it looks like they've team up with the Predacons." Said Yang as Optimus took everything in.

"That's just prime." Said Optimus as he shook his head before looking back to Cheetor with a frown.

Rattrap then finished his apple before looking at Cheetor. "While this is interesting, looks like you where the one that got dropped." Said Rattrap like he was rubbing it in Cheetor face. Ruby was about to do something until Yang put up a hand stopping her.

"Hey Tarantulas was there too, he got behind me and when I tried to take him out.." Said Cheetor until he was cut off.

"Scorponok capitalized on your mistake." Finished Optimus as he stared down at Cheetor.

"Yeah I guess so." Said Cheetor in defeat.

"You're lucky that the chip survived that whole disaster, with it we have an advantage over the Pred's and the White Fang. But it's only good if we can work as a team and follow orders. Not hot dogging things like you did." Said Optimus sternly as he kept his gaze on Cheetor.

"Well I couldn't let them get away with that cannon." Defended Cheetor.

"Oh yeah you took care of that real good kiddo." Said Rattrap as he stared to laugh at Cheetor.

"Back off rat face." Said Cheetor angrily as he transformed into beast mode and got into Rattrap face. "Or I'll have a little vermin on a stick for lunch." Threatened Cheetor only to be pulled away from him and put right in front of Optimus face.

"You back off, now!" Ordered Optimus getting tired of Cheetor attitude.

"Sorry Optimus." Said Cheetor only to get cut off again.

"Sorry isn't enough. We are in a war for survival and you treat it like a game. If you had obeyed orders all this could have been avoided." Said Optimus as Cheetor head his head down in shame.

"I'm going to call Dinobot in, were going to need his knowledge of the Predacon base to do something about that mega cannon, Ruby your with me." Said Optimus as he walked out of the room. Ruby was about to object only to see Yang telling her to go. Seeing that her sister was going to look after her friend, Ruby walked over to Cheetor and put a supportive hand on his shoulder before walking out.

"I'd better come up with a plan, if I know Optimus he'll want to move fast." Said Rhinox as he got up.

"Yeah with me in front. No thanks partner, the pussycat got us into hot oil. Let him dance into Pred HQ." Said Rattrap as he blamed Cheetor even more.

"At least I'm not afraid to do it." Said Cheetor as Yang gave him a worried look.

"You know that is why you mess up kiddo, you don't have the sense to be afraid." Said Rattrap as he pointed at Cheetor.

"Oh yeah, I'll show you what I have the sense to do motor head. You and Big bot." Said Cheetor as he then ran out of the room. Yang then went over to Rattrap and punch him, knocking him down.

Rattrap then got up and looked at Yang. "Hey what was that for!?" Asked Rattrap as Yang just looked down on him.

"Cheetor was already feeling down and with what you were saying who knows what he'll do." Said Yang as Rhinox agreed with Yang.

"Someone should make sure he doesn't do something he'll regret latter." Said Rhinox as both him and Yang looked down at Rattrap.

Rattrap got what they were saying but didn't want to do anything like that. "Oh no I'm not going to be his babysitter." Said Rattrap as he held up his hands.

Yang then walked over to him and picked him up. "I'll go with you." Said Yang as she walked out of the room and went to the garage to grab her bike.

Rattrap gave up on trying to get out of her grasp and wanted to know something. "Why do you care so much about the pussy cat, you barely know him?" Asked Rattrap curious to what the answer was.

"Your right I don't know him that well, but he's Ruby friend and the two of them are a lot alike from what I see." Answered Yang as she put Rattrap down and he walked on his own following her.

"What do you mean they're a lot alike?" Asked Rattrap as they entered the garage.

"That's easy, they're both wanting to move and prove themselves to others. They care for their friends and will do what they care to protect them." Said Yang as she climbed onto her bike and Rattrap jumped up behind her.

"Never thought of it like that." Said Rattrap as he thought about what Yang said and how Cheetor acted.

Soon the doors where opened and Yang looked back at Rattrap. "Hang on Bumblebee is a fast bike." Warned Yang as Rattrap remembered that was the name of warrior form the Great War.

"Wait did you say bumblebee!" Said Rattrap as Yang gunned her bike out of the Axalon with Rattrap barely holding on.

 **Vacou, Darksyde**

Things at the Darksyde were busy with Wazzpinator, Scorponok, and some White Fang members installing the new mega cannon into its new position. Meanwhile Adam was watching from nearby as they installed the cannon. He couldn't believe that just over a month ago he and his men were living in tents in a forest, now they were in a real base and had real power. He still wasn't sure about working with that Roman Torchwick fellow, but even he had to admit he did good work. He took men that had animal traits that could be hidden or retract and had them wear black suits and red sunglass. When he asked Roman about it he said to throw off suspicion about who they really were. So far they had done three jobs and have made off with tons of dust, energon, and lien.

Adam was so in his thoughts that he failed to see Terrorsaur fly over to him. "Adam, Megatron wants to see you in the command centre now." Said Terrorsaur as Adam gave him a nod before heading over to a hover platform and turned it on. Soon the platform rose up and Adam flew it to the command centre.

When he got there he saw Megatron on his command chair and Roman on another platform. Behind Roman was a girl Adam never saw before and she was an odd site. Her hair was pink on the right side and brown of the left and her eyes matched his hair. She had on a white jacket with a pink interior, brown pants and gray boots. Under her jacket she had on a black corset that was curved in the middle. She had many necklaces on and was carrying an umbrella. All in all Adam wondered why a thief would have someone who stood out so much, but he would deal with it latter.

Adam knew something was wrong when he saw the looks on their faces. "What happened?" Asked Adam as he glared at Roman thinking it was his fault.

"Before you started blaming me for something just know that the job went off perfectly." Said Roman as the girl behind him just grinned at him.

Knowing something was up Adam looked at Megatron for answers. "Then why are we here?" Asked Adam wondering if they were wasting his time.

"It turns out we've been made." Answered Megatron causing Adam to look at him with confusion.

"What do you mean?" Said Adam not sure what he meant.

"Allow me to explain." Started Roman as Adam looked at him. "You see it happened while we were at Haven…" Trailed off Roman.

 **Flashback, Mistral, 3 hours ago**

Roman was standing on top of a building as he looked down at a train yard that had energon that was going to the Schnee dust lad for testing. Taking one last whiff of his cigar before stomping it out, Roman then activated his comm's.

"Terrorsaur are the sky's clear?" Asked Roman as he looked out at the train yard and waited for an answer.

Soon Terrorsaur answered him. "The sky's and yard are both clean. Looks like your Intel was right once again." Said Terrorsaur as he fly over the yard and used his eyes to zoom in on the yard.

"Good." Said Roman as he then contacted the White Fang. "Ok the yard clear. You know the drill, grab what you can carry and don't get too greedy." Ordered Roman as one of the White Fang called him back.

"Hey I've got a bomb here that will blow this train sky high. Can I use it?" Asked the member as Roman massaged his temples.

"If you blow up the train people will know we are here. Which defeats the purpose of all this sneaking around." Answered Roman as the member said something else.

"It has a timer. We can set it and then make a break for it." Said the member hoping he would say yes.

Roman just sighed and knew he wasn't about to give up on the matter. "Fine set it for 30 minutes after we leave." Said Roman as he turned off his comm's. "Fifthly animals." He said as he grabbed another cigar.

"Problems Roman?" Said Someone behind Roman causing him to turn around and point his cane at where the voice came from. Standing half way in the shadows was a woman wearing a red dress, but the shadows covered her face.

"Sorry, but what do you mean?" Said Roman playing it cool, only for the woman to laugh at him.

"I'm sure your faunus lackeys down there are the source of your headache or maybe it's the fact you now work for machines." Said the woman as she tossed roman a picture. Looking at the picture Roman saw it was him, Adam, and Megatron the day they all meet.

"Nice Photoshop job. I really like the robot." Lied Roman as he was sweating a little.

"Don't lie to me Roman if you don't want these picture all over the place, you'll meet me with Adam at this address at the specified time." Said the Woman as she walked into the shadows tossing a piece of paper at him.

Knowing his needed to talk to Megatron Roman turned his comm's back on. "Terrorsaur we're heading back to base, gather the men." Said Roman as he looked at the picture again and then the piece of paper.

 **Present, Vacou, Darksyde**

"So that what happened." Finished Roman as Megatron had the picture in his hand, before he crushed it.

"If this organic thinks it can bribe or black mail me it has another thing coming." Roared Megatron causing the other to move their platforms back in fear.

Adam was the first to recover as he got closer to Megatron. "Then what do we do?" Asked Adam as Megatron scratched his chin, before smiling and pressing a button on his chair.

"Scorponok report to the command centre at once." Said Megatron as they waited for Scorponok to arrive.

After a minute of waiting Scorponok arrived. "You wanted to see me lord Megaton." Said Scorponok thinking he was going to get promoted.

"Yeess, I have a task for you." Said Megatron as his voice lowered as he told Scorponok what to do. By the end everyone was smiling at his plan.

 **Vale, Patch, Cheetor location**

After leaving the Axalon like he did Cheetor just kept running and running until he stopped near some rocks in an isolated area. Finally Cheetor just stopped and thought about what happened.

'I know I goofed with the cannon, but big bot didn't need to react that way.' Thought Cheetor as he walked around the area.

'But I got lucky. If he didn't show up when he did in might not be processing right now. If only I acted differently none of this would have never had happened.' Thought Cheetor as he failed to hear one of the rocks behind him move.

'I should go back and apologies to Optimus." Thought Cheetor as he was going to go back only for something to hock his back leg and pull him back. The last thing Cheetor heard was the crackling of a spider that he was starting to hate.

When Cheetor came to he saw that he was in some sort of cave and attached to a giant spider web. Soon laughter caught his attention and looking down Cheetor saw Tarantulas in beast mode standing next to some sort of control system.

"Welcome." Said Tarantulas in an ominous way.

"Oh brother, you need a maintenance bot badly." Said Cheetor as Tarantulas just laughed and pushed a button on the console next to him. The next thing Cheetor knew he was in pain like something was drain the energy, no the life out of him.

"You're in a statis web." Explained Tarantulas as Cheetor moved in pain as Tarantulas continued. "It drains away the energy, but leaves the flesh alive. At its current setting it will only a few moments." Said Tarantulas as he laughed and Cheetor looked on in fear.

But then Tarantulas turned the machine down. "But I find a slower pace makes the vitals fluids taste so much better." Said Tarantulas as he rubbed this fangs together in joy and hunger as Cheetor regained a little strength.

"Wow your one space happy spider." Said Cheetor between breaths. Soon Tarantulas walked toward Cheetor and climbed up the web till he was face to face with Cheetor.

Meanwhile Cheetor tried to transform to get away, only for it to fail. "I'm afraid the web makes that impossible. Cat you are and cat you stay. And when your energy gone, I feast." Said Tarantulas as he started to laugh at Cheetor situation, while Cheetor could only look on in fear.

 **Vale, Patch, Axalon**

Meanwhile back at the Axalon Optimus, Rhinox, Dinobot, and Ruby were standing around the conference table with a projection of the Darksyde on. Currently they were planning on a way to attack the Predacon base and take out the mega cannon, but so far they were having no success in coming up with a plan.

"Frontal assault now! Before Megatron has a chance to us the cannon against us." Suggested Dinobot, but was more like an order.

"Impossible the modifications would be too extensive. He's more likely to implicate as a defensive weapon. The question is where?" Countered Optimus as Ruby gave her opinion on the situation.

"But the White Fang are the wild card here, we don't know how many of them are there. We could be outnumbered five to one." Said Ruby causing both to stop and think about it.

"Your right we can't rush in there blind, but we must do something about that cannon." Said Optimus as Dinobot thought about it a little longer.

"Then perhaps we should send in a scout and check out the area." Suggested Dinobot surprising Ruby with that idea.

"I thought that you would say something like 'we must attack now while their guard is down' or something like that." Said Ruby with a Dinobot type voice gaining chuckles from both Optimus and Rhinox.

Dinobot just shook his head at Ruby's actions. "While I do enjoy a good battle, even I wouldn't rush into such a situation without intel on the enemy." Explained Dinobot as Ruby agreed with his reasoning.

"Agreed then. While we make a plan, we will send in a scout to do recon." Said Optimus as he looked around the room for someone. "Where are Rattrap and Yang I need them to scout?" Said Optimus as his anger was starting to return.

Rhinox knowing what they were doing, knew he had to cover for them. "I believe Yang took Rattrap out for a ride of her bike." Said Rhinox telling Optimus half the truth.

"Yang does love showing off Bumblebee." Said Ruby agreeing with what Rhinox said as Dinobot looked at Ruby with surprise.

"Did you say your sister named something Bumblebee?" Asked Dinobot with a little bit of shock.

Not knowing the importance of it Ruby answered him. "Yeah, why is it important or something?" Asked Ruby not sure why Dinobot was interested in Yang's bike.

"No it's just that, that's the name of one of the legendary Autobot hero's from the Great War." Explained Dinobot, but before he could go any farther with it Optimus cough brought them both back to the reason they were there.

"We can talk about this latter, but right now we need to focus of the task at hand." Said Optimus as they went back to examining map.

Optimus looked over to Rhinox. "Rhinox call them in, we need some Intel for a proper attack." Ordered Optimus causing Rhino to think up a lie to cover for them.

"Um, the comm. might not get through with the energon fields and I only had time to make one chip so far." Said Rhinox hoping they would buy it. Ruby agreed with Rhinox until she remembered that both she and Yang gave the Maximals their scroll numbers so they could contact them if they needed to.

Ruby looked at Rhinox and wondered what was going on. 'Rhinox why are you lying to Optimus and for what reason?' Thought Ruby but her thoughts were interrupted by Dinobot.

"We have wasted too much time talking. Since scouting is out of the option then we must act." Said Dinobot as he slammed his fist on the table.

"Rushing in head strong won't help." Said Optimus as he and Dinobot started to argue on what to do.

 **Vale, Patch, Rattrap and Yang location**

While the other were planning a plan of attack Rattrap and Yang drove through Patch trying to find were Cheetor went off to. They've been driving for a while now and still hadn't found a hair of Cheetor yet. Soon they came to a rock formation and decided to stop there and stretch their legs.

"I can't believe that I'm out her looking for some kid." Whined Rattrap as he hopped off Yang's bike.

Yang then got off her bike and gave Rattrap a look. "We wouldn't be doing this if you knew how to keep your mouth shut." Countered Yang as she stretched her legs.

"Oh yeah let's all blame the rat." Said Rattrap as he started to grumble before he stopped and smelled the air.

"What are you doing?" Asked Yang as she watched him move around smelling the air.

"I can smell the pussycat. He was here." Said Rattrap as he continued to smell around.

Soon he came to a rock and started to push it a little, moving it a bit. "Something not right here." Said Rattrap as he moved the rock a bit more.

Seeing this Yang moved over to Rattrap and stood beside him. "Here let me." She said as she punched the rock away surprising Rattrap.

Seeing his shocked face Yang only shrugged. "Ruby got the speed, but I've got the muscle." Said Yang as they both looked to see a hole. They both looked at each other and then went down the hole.

Meanwhile things weren't going good for Cheetor his energy levels were dangerously low and it didn't help that Tarantulas was just standing there watching him.

"Not long now." Said Tarantulas with joy in his voice as he laughed.

"This is a dumb plan web face, I don't have any real blood just mech fluid." Said Cheetor hoping that would change the spiders mind.

Unfortunately it didn't. "Ow my filters will adjust. It is the act I enjoy more than the nourishment." Said Tarantulas freaking Cheetor out and scaring him.

Luckily for Cheetor help had arrived. "You know your one sick bug eight eyes." Said Rattrap causing the two to look over and see Rattrap and Yang.

"Let Cheetor go and we won't hurt you too badly." Said Yang as she activated Ember Celia.

Tarantulas jumped around and looked at his intruders." The rat and another human!" Said Tarantulas in surprise before he laughed a little.

"I was hoping for the red caped girl, but I suppose you will have do." Said Tarantulas causing Yang eyes to turn red as her hair started to smoke at that.

Tarantulas didn't see this and kept on going. "After all, if I could grab her maybe I could find out more about your auras and semblances. She might not make it, but for the sake of science so be it." Said Tarantulas as Yang had heard enough causing her hair to ignite causing both Tarantulas and Rattrap to jump back in surprise.

"Stay away from my baby sister." Said Yang as she fired at Tarantulas sending him into a pillar near the web.

Rattrap meanwhile looked at Yang with worry. "What the!? What did you just do?" Asked Rattrap as he looked at Yang.

"I'll explain latter." Said Yang as she got Ember Cecilia ready for a fight.

Tarantulas got up and wasn't pleased at all. "Why you! Frist you interrupt my feast, now you've shot at me. Tarantulas Terrorize!" Cried Tarantulas as he transformed and shot at Yang with his machine gun legs. Yang jumped out of the way and hid behind some of the nearby rocks.

Rattrap knew it was time to get involved when he saw this. "Rattrap Maximize!" Said Rattrap as he transformed as brought out his gun and fired at Tarantulas. The shot distracted him giving Yang and Rattrap a chance to regroup and find a better place to fight him so they could avoid hitting Cheetor in the cross fire.

Seeing the two of the move away, Tarantulas knew they wanted to move away from their comrade and keep him safe. Tarantulas then went over to the machine and turned the setting up, causing Cheetor pain to worsen.

Tarantulas then started to walk away from his trapped prey. "Thermal scan." Said Tarantulas as a visor went over his eyes, allowing him to see heat signatures.

Meanwhile Yang and Rattrap moved farther into the cave. Yang was about to say something to rattrap but Rattrap cover her mouth and put a finger to his mouth. Yang then got what he was saying and kept quiet. Just then a shot landed near them making them landed on their backs. Rattrap then quickly put his gun away and grabbed Yang and pulled her away. Once they were far enough away Rattrap opened up his under arm and pulled something out. Yang looked on in wonder as Rattrap placed the object behind them and turned it on.

Meanwhile Tarantulas was slowly walking around trying to find his prey, soon his thermal scan picked up a large heat source. Slowly moving towards it he reloaded his gun and hid behind a pillar before he jumped out and saw the object that Rattrap left on the rock. Tarantulas then turned off his thermal scan to take a better look at it.

Little did he know that both Rattrap and Yang were behind him until he heard their guns. "Fell for the old hot box." Said Rattrap as Yang just grinned for him.

"Guess you're not doing so hot right now." Quipped Yang making both Tarantulas and Rattrap look at her in disbelief at the bad joke.

Yang was the first one to act and shot at Tarantulas's arm holding the gun making him shot upwards, while Rattrap shot at his right leg taking it off. Luckily for them the ceiling started to fall on top of Tarantulas due to he shot he fired.

While Tarantulas was being buried, Yang and Rattrap rushed over to where Cheetor was. "Hang on kid-o." Said Rattrap as he started to push buttons on the machine hoping to turn it off.

"UNABLE TO RESPOND, INCORRECT ENERGY SIGNATURE." Said the machine making Rattrap angry, but then Yang pushed him to the side.

"What we need here is a female touch here." Said Yang as she pulled her fist back and fired at the machine destroying it as fell over. Rattrap just shook his head at what he just saw, as he was going to do that.

Both of them then rushed over to Cheetor as Rattrap pulled out a knife and cut him free of the web. Cheetor then fell, but Rattrap caught him.

"Hey rat face what the good word?" Asked Cheetor weakly showing he was ok but just weak. Soon both were walking away only to be stopped by Tarantulas.

"Game over vermin and pest." Said Tarantulas as he stood on one leg as he aimed his gun at them. "Give my rearguards to the inferno." As he fired at them. The two of them were able to jump out of the way causing the shot to miss and hit the web. The result caused the web to explode and caused the cave to fall apart on top of them. Tarantulas cried out in frustration while Yang, Rattrap and Cheetor made their way out of the cave as fast as they could. Unfortunately for Tarantulas this time he really was buried under all the falling rock this time.

By the time the Maximals made it out of the cave the shaking stopped and Tarantulas was able to free himself from the rocks a little. "I hate that rat and human." Said Tarantulas as a rock fell on his head.

 **Vale, Patch, Axalon**

By the time the three of them made it back to base Cheetor regained enough strength to move around on him own. They then made their way over to where the others were still having their meeting. Ruby was the first to see that they were back.

"Yang where were you?" Asked Ruby as the other looked their way.

"Oh you know just driving around with Rattrap." Answered Yang as Cheetor stepped forward.

"Big bot I just want to say I'm sorry. I've should have listened to you from the start. I just wanted you to now that I could handle myself out there." Said Cheetor as Optimus looked at him for a minute, before he said something.

"The reason I hold you back is because I worry about you then most. I couldn't live with myself if you or even Ruby got hurt. But I guess I need to let you grow at your own pace as well. I'm sorry as well." Said Optimus as Cheetor got a huge smile on his face.

"Any way we have a plan to take out the mega cannon, come here." Said Optimus as the other joined them at the table.

"So what's the plan?" Asked Rattrap as Optimus nodded to Rhinox to explain.

"It quite simple really we have Optimus with Ruby in the air with Ruby being out eyes since she has a sniper in crescent Rose. When the two find out where the cannon is the rest of us will attack the base from the other side. While their forces are focus on the other side Optimus and Ruby will head over to the cannon and attach explosives to it and detonate them destroying the mega cannon. Then we fall back and head back to base." Explained Rhinox as the other followed along.

"So when do we go?" Asked Yang wanting to see some more action.

"Right now, so gather what gear you might need." Answered Optimus as they headed for the ground bridge.

 **Mistral, Abandoned warehouse**

Meanwhile at the same time both Roman and Adam were waiting for the mysterious woman to show up. If Megatron plan worked then they would get answers on what this person wanted and if it didn't… well then they would have an interesting show. But right now the two were just standing around waiting, both would look to see what the other was doing but that was it.

Finally Roman broke the ice between them. "So see last night girfball game?" Asked Roman tired of the silence.

"Yeah, that green team needs to learn how to play." Said Adam as Roman waved his hands in the air.

"Finally someone who agrees with me. Everyone else say their just waiting for the right time to show their skills." Said Roman as Adam just smirked at that.

"Yeah they're waiting, waiting to score on themselves." Joked Adam causing the two of them to laugh at the joke. But they couldn't continue due to a red seal that appeared under them. The two weren't sure what it was until he ground under them exploded sending them flying.

Stepping out of the shadows was the woman from earlier but now her face was in the light, showing her gold eyes and long black hair. Adam and Roman both got up and glared at her.

"You know how hard it is to clean these suits?" Said Roman as he still dusted himself off.

Adam put a hand on his blade as her recognised the woman. "It's you." Said Adam causing Roman to look at him.

"You know this crazy lady?" Asked Roman as Adam never took her eyes off her.

"Not really she came to our camp before our associate did, wanting the White Fang help. But she seems different now." Said Adam as he watched her, as she had this weird air around her.

"That's true I'm stronger now." Said the woman as she held out her palm and a flame appeared. "Now then onto business."

"And that would be?" Asked Roman curious as to what she wanted.

"Originally I wanted you two to… assist me in my plans. But now I want those robots as well." Said the woman as Roman just laughed at that.

"Why should we work for you? We already have a boss and he's offering us a lot." Asked Roman as the woman waved her hand causing two people to appear out of nowhere behind the two.

The first one was a thin woman with brown skin and dark red eyes and she had mint green hair. She was wearing white pants with brown chaps that end at her chaps and an overlong belt that was twice wrapped. She also had a green tube top and is inside a white top. On her hand are green glove at only cover the middle section of her hands. On her back were to guns that had blades attach near the top.

The other was a man with silver hair and eyes. He had on a gray and black jacket and black pants. His arms were cover in rerebraces and vambraces that allow his arms to bend freely. On his waist was sash or a bandana with a symbol on it.

"Gentleman meet my associates." Said the woman hoping that they would be surprised at their appearance, but was she was surprised that they were calm about them.

Roman looked over to Adam with a smirk on his face. "Do you want to do the honors?" Asked Roman as Adam just smirked at him and pulled out a detonator switch. The other though he was going to blow them all up, but when he pressed it a green vortex appeared surprising them.

The next thing they knew they were surrounded but White Fang and two of the Predacons. The woman was about to attack them to show her power but stopped when she felt something attach itself to her neck. Looking down the woman saw a metal collar around her neck surprising her and her associates. Soon they heard someone laughing and then out of nowhere Megatron and Roman partner appeared out of thin air.

"Foolish girl did you really think you could control me!" Said Megatron as the woman was about to attack him only to get shocked before she could do anything as she feel to her knee's. The other girl rushed to her side to make sure she was ok.

"What have you done?" Said the woman as he tried to regain herself.

"Nothing really just attached a bomb to your neck is all." Said Megatron as he acted like it was nothing at all. "Now you work for me! And don't think about trying to take off the collar or something silly like that or else you'll lose you head and I don't think humans can function without a head like we can." Smirked Megatron as the woman looked at him with fear and angry mixed into one.

"What do you want?" Asked the woman knowing she had to plan her cards right and that meant working for this guy for the time being. But when she had a chance, they would pay dearly for this.

"Your servitude that also means your allies as well or would you rather have your head blown off?" Smirked Megatron knowing she had no choice but too.

The woman glared at him knowing she had to or else. "Very well." Was all she said as she got up causing her allies to look at her in surprise.

"What is your name?" Ordered Megatron liking how she knew her place.

"It's Cinder Fall, this is Mercy Black and Emerald Sustrai." Said Cinder as she pointed to her allies.

Megatron then looked over at Roman. "Roman since they are human they shall be under your command. Consider it a present snice you have yet to fail me." Said Megatron causing the three of them to glare at Megatron while Roman smiled.

"Does that mean I can blow off her head if I want to?" Asked Roman making Adam smile at the thought.

"But of course." Answered Megatron with a smile of his own, but it was short lived with his comm. went off.

"Megatron here." Answered Megatron wondering why he was being contacted. Soon Scorponok voice came though the comm.

"Um lord Megatron we had a problem." Said Scorponok with fear in his voice.

Megatron picked up on the fear and knew something went wrong. "What is it?!" Demanded Megatron waiting for the answer.

"Um, the Maximals just attacked us and destroyed the mega cannon." Answered Scorponok causing Megatron the grind his teeth in anger. Meanwhile Cinder and her crew wondered who these Maximals were and if they could be useful to them.

"Why didn't you stop them?!" Said Megatron as he thought about killing Scorponok for losing the mega cannon.

"You took a lot of our forces with you and they came with a very good plan of attack." Answered Scorponok hoping that it would keep him online for a while longer. Megatron then looked at the forces he had with him two Predacons and 27 White Fang members, he should had known better then take so many with him, but he wasn't about say it out loud.

"Everyone back to base. Scorponok I will deal with you latter also where is Tarantulas." Said Megatron as the ground bridge activated in front of them as the White Fang walked through it.

"I don't know he hasn't been at the base for a while now." Answered Scorponok as Megatron rubbed his eye in frustration. Meanwhile Cinder was smiling at the sight before her, but couldn't enjoy it because something hit her butt hard. Turning around she saw Roman swinging his cane with Adam and a girl with mutli-colored hair near him.

"Let's go. We have work to do and you're now going to help me, isn't that right neo." Said Roman as he looked at the girl with the multi-colored hair as she nodded. Meanwhile Adam just smiled as he turned around with Roman and Neo as they went through the bridge.

"What do we do now Cinder?" Asked Emerald only for Megatron to answer her.

"You now work for me and if you do a good job I won't put a collar on either of you." Said Megatron as he then grabbed Cinder head with his t-rex head. "And if you try anything I will end you that is something you can count on." Said Megatron as he tossed her through the portal. Emerald and Mercury glared at him for a second before rushing after her leaving Megatron alone.

"Things are moving very interesting right now." Said Megatron as he slowly headed for the portal while he continued to talk to himself. "With more of these humans on our side the Maximals and their allies won't know what hit them. But one must never get to over confident or it will be your own undoing. These are just the opening acts right now, future battle will prove to be most interesting." Finished Megatron as he walked into the portal leaving no one in the warehouse.

 **I hope everyone enjoyed the bomb I put around Cinder's neck. After what she did in volume three I felt it was fitting that something like this would happen to her. But I don't think that Pyrrha is died. I have a feeling in volume four she'll reappear but as a puppet for Cinder or something like that. Anyway I have some idea what roman will have Cinder do and I think others may like it. And as for Ruby's eye power I might bring it in, but I need to find out more about them before I do it.**

 **Well until next time.**


	5. Equal Measures

**Disclaimer: I do not own either beast wars or RWBY**

 **Chapter 5 Equal Measures**

 **Vale, country side, Optimus Primal location**

After destroying the Predacons mega cannon Optimus knew that it was only a matter of time before the Pred's retaliated back against them for it. So they started two different plans. The first one was to put up serval survey post in different locations to give them an early warning for Predacons attacks. They'd had been modified by Rhinox to detect Predacon signals, the first batch was already in place around Patch, so now Rhinox was making more and they are going to place them around Vale for more of a warning. The other plan was something Optimus wasn't thrilled about but with how outnumbered they where he had to agree with the plan. Currently Dinobot was building a bomb that should destroy the Predacon base. He wasn't thrilled by the idea, but the tactical advantage they could gain from it, well it could very well turn the tide of the war in their favor.

But while the bomb was having the finishing touches done on it Optimus was scouting an area for the survey posts. Unfortunately for him there was a large storm coming his way. Optimus stood a fair distance away from a hill as a lightning bolt came down on it and reveal dust and energon in it. As he zoomed in on it he knew that any activity tonight would be too dangerous for anyone.

Making his mind up Optimus contacted the base. "Optimus to command centre, scrub the mission. Looks like one extremely ill wind is blowing our way." Said Optimus as he waited for a response, but got none. "Command Centre do you read?" But all he got was static.

Knowing that the storm was interfering with the comm's, even after Rhinox gave them all the new comm. chip upgrade. Optimus then knew that he had to get back to the Axalon or else they would send out Cheetor with the survey posts and with this weather who knows what could happen. Optimus then transformed and activated his jet pack and flew back to base hoping he would get there in time.

 **Vale, Patch, Axalon**

Back at the Axalon everyone was doing something as Rattrap was monitoring the comm's waiting for Optimus to call in, Rhinos was finishing the survey post, Cheetor was doing his own thing somewhere, Dinobot was finishing the bomb, and Ruby was upgrading Crescent Rose. Ruby was spending the night at the Axalon, due to Yang having an overnight seminar at Beacon, her Uncle Qrow was out on a job, and her dad was bailing Qrow out of jail of getting into a bar fight. So she and her dog Zwei are the night after getting Optimus approval first.

Zwei is Ruby's pet Cardigan Welsh Corgi dog. He has white on the bottom and is black on top, and it was quite funny when Dinobot and Zwei meet a few hours ago.

 **Axalon, 4 hours ago**

Ruby was heading up the lift to meet with the Maximals with her backpack and weapon on her. In her hand was Zwei leash. When the lift reached the top and the doors opened Ruby saw Optimus in beast mode as he was getting ready to head out on patrol/scouting mission, Rattrap was at a console, Dinobot was working on the bomb and Cheetor and Rhinox were nowhere to be seen.

"Optimus thanks again for letting me stay the night." Said Ruby as she walked inside the base with Zwei by her side.

Optimus turned and looked at both of them. "It's no problem Ruby, just make sure you behave yourself." Said Optimus as he looked closer at Zwei, snice he never seen a dog before. "So this is your dog?" Said Optimus as he lowered himself to Zwei level, and looked at him with interest.

Ruby just beamed at this. "Yep, me and Yang are training him to be a hunter dog. He real smart and can even fight." Said Ruby as Zwei barked at the praise.

Dinobot who was working on the bomb at the time stopped and looked at Zwei. "You're telling me that, this thing can fight?" said Dinobot as he started to laugh at the thought. Ruby frowned at what Dinobot said and then got an idea and she took Zwei off his leash.

Meanwhile Rattrap turned himself away from the console and looked at Dinobot. "Hey don't mock use little guys, we can pack quite the punch if you're not ready for us." Said Rattrap as Dinobot laughed even harder.

Ruby then stood up and looked over at Dinobot. "Then what about this then Dinobot, Zwei attack." Said Ruby as the next then Dinobot saw as a black ball launching at him and him falling on the ground with Zwei on his chest. Seeing this Rattrap couldn't stop laughing and even Optimus laughed at the sight as Ruby walked over to Dinobot with a smirk on her face.

"What was that about Zwei abilities to fight?" Asked Ruby as Zwei licked Dinobot face causing him to groan at what happened.

Meanwhile Optimus calmed down and walked over to the lift and looked over to the others. "Ok people back to work. I want those survey posts ready by the time I get back. And Dinobot I want that bomb done as well, but make sure that there are no problems with it." Said Optimus as the door closed and the lift went down.

Rattrap meanwhile was still laughing at the scene he just watched as Dinobot got up and walked over to him. When Dinobot was next to rattrap he punched him causing him to spin around in his chair.

Ruby walked over to the bomb and looked at it. "Dinobot can I help you with this?" Asked Ruby as Dinobot was about to say 'no' but remembered how good she was with weapons and thought she might be able to help.

"Very well." Said Dinobot as the two of them worked on the bomb as Zwei lay on the ground near Rattrap who finally stopped spinning.

 **Present**

Rhinox stood up from the survey posts are they all shrunk down into little puck shapes. "That does it, survey posts are ready for duty." Said Rhinox as he gathered up the posts. "Any word from Optimus?"

"Naw not a flicker, this storm is trashing the comm links worse than usual, not even your new chips are helping that much." Said Rattrap as he looked over from his console at Rhinox.

Meanwhile Dinobot was finishing the timer on the bomb. "This mission is too critical to be interrupted by minor variation of weather." Said Dinobot as he worked on the bomb, before he was looking for something "Who took the synchro-laser!" Demanded Dinobot as Ruby walked over with it.

"Sorry I was using it to upgrade Crescent Rose. Let me finish it for you." Said Ruby as she walked over to the bomb and started to work on it. Unfortunately she did something wrong causing the bomb to short circuit and fall off the table.

In anger of seeing the bomb rolling away Dinobot grabbed Ruby by her cape and lifted her up. "Why you little.." Started Dinobot but soon everyone attention was on the bomb as it was about to fall down the open lift.

"The bomb, watch out!" Cried Rattrap as it fell over and he braced himself for the explosion and then nothing happened.

Luckily for them it was at that moment that Optimus in beast mode came up the lift and he had the bomb in his hand. "Some sort of trouble?" Asked Optimus as he tossed the bomb up and down in one hand. Dinobot seeing that the bomb was intact he let go of Ruby as she fell to the ground.

As Ruby got up Cheetor walked over to Optimus with the synchro-laser in his hand passing Dinobot as he grunted at him. "Hey big bot, we're just locking down the big ba-bang here. One last adjustment and there, we're set to blast that Predacon base back into orbit as space debris!" Said Cheetor as the bomb started to shake causing the others to step back from it. Fortunately for them the bomb calmed down letting them breathe a little.

"Put it to bed, we're stalled." Said Optimus as the other wondered why.

"What!" Said Dinobot in shock.

"You're kidding!" Said Rattrap in disbelief.

"Why can't we continue?" Wondered Ruby.

"What are you talking about?" Asked Rhinox.

"Hey it's just a crossed quasar circuit I can fix it." Said Cheetor thinking that Optimus thought the bomb wasn't ready, but that wasn't the case.

"This storm will hit us within the hour." Said Optimus worried about how bad the storm was.

Cheetor on the other hand wasn't worried. "An hour, not a problem fellow beast, I can out run anything the skies can dish." Said Cheetor with a bit of cockiness in his voice.

But it was short lived when Ruby grabbed their attention. "Um, Cheetor you might want to see this then." Said Ruby as they all looked at a new report that she brought up on the main screen.

"Continuing our latest story the storm of the year is here and people are advised to stay indoors and only go out if you have no choice in the matter. Again it is advised to stay indoors until he storm passes." Said the news reporter as Optimus just looked at Cheetor waiting for his response.

When he heard nothing he knew he won. "Cheetor I know you could out run this storm, but these post need to be place carefully to avoid contact with underground dust and energon pockets and above all else to avoid people. When the storm passes then you can go." Said Optimus as Cheetor handed Optimus the bomb and changed into beast mode and walked away knowing that he was right.

Meanwhile Dinobot didn't share the same feelings as Cheetor or Optimus as he walked over to Optimus. "And does it matter if we blow some energon, maybe it will take some of our enemies with it. That is what we want isn't it?" said Dinobot as he was right next to Optimus.

Optimus knew that this was coming and he was ready for it. "This mission Dinobot is to gain tactical advantage by taking out their base. Defeating them does not mean we have to annihilate them. You seem to have trouble understanding that." Said Optimus knowing that it would take a lot more then this to convince Dinobot.

"What I understand is this, if situations were reversed Megatron would spare the base and annihilate us, all of us Cybertrionain and Human alike." Said Dinobot as Ruby looked over at Rhinox with a worried look on her face as Rhinox just shook his head at it all.

Optimus then had enough of it after seeing the look on Ruby's face. "This eagerness of yours to scrap Megatron is clouding your judgement." Said Optimus as Dinobot wanted to bring his point forward as well.

"We are at WAR Optimus, WAR! I think it is your judgement that is clouded." Said Dinobot as he walked out of the room reverting to beast mode as he did.

It was quite until Rattrap decided to voice his opinion about the survey posts. "Optimus, their harmless little scanning relays. All their supposed to do is deceit Pred energy signatures, right Rhinox." Said Rattrap hoping to gain some help in the matter.

"I'm with Optimus on this one, energon is an untested Variable and don't even get me started on dust either. We got to be careful." Said Rhinox as Rattrap looked over to Ruby for help, but Ruby was Putting Zwei's leash on.

"I'm going to take Zwei out to do his business, so he doesn't do it in the base." Said Ruby as she and Zwei took the lift out of the base.

Optimus just chuckled at the sight. "Nice dodge." Chuckled Optimus mostly to himself. He knew that Ruby could do great things, which is one of the reasons why he let her stay the night, that and he owed her from knocking her off the roof of the base. Soon after that the three of them left the command centre and went their own ways. Rattrap went to his room, while Rhinox and Optimus went to Optimus office. Once inside they sealed the room and made sure no one was listening in.

Once that was done the two of them sat down and got to business. "Rhinox what did you find out about Ruby's power?" Asked Optimus curious if his friend found anything out about this mystery they found.

See when Yang joined the crew, Optimus had both her and Ruby do a physical so they knew they were in good health and to see if the CR camber would work on them if they were ever hurt badly. When they examined Ruby Rhinox found a weird power in her, but not in Yang. This weird power seemed to be dormant at the moment so they didn't tell Ruby, but they've been trying to figure out what it is since.

Rhinox just sighed at Optimus question. "I still have nothing on it. But I've gone through all the records involving unique powers signatures that we have and the only thing that comes even close to it is, well you're not going to believe me." Said Rhinox getting Optimus curious what it was.

"Go ahead Rhinox. We've been friends and colleagues for years now, I won't doubt you." Said Optimus as Rhinox pulled out a small computer showing an energy pattern.

"This is the power Ruby has." Said Rhinox as he brought up another energy pattern right beside Ruby's that was similar but still off in some areas. "The only other pattern close to this is the Autobot matrix of leadership." Finished Rhinox causing Optimus to look at him with surprise, shock, and disbelief at the findings. The matrix of leadership was a scared item from the Great War that his ancestor Optimus Prime had. But he did release that power into the universe, so maybe, maybe some of that power found its way here and merged with Ruby somehow.

But if Ruby had that power inside of her, Optimus shook his head trying to understand it. "Rhinox are you 100% sure about this?" Asked Optimus hoping that he was wrong because that much power in on person was unbelievable.

"Yes, I tripled checked the results. Ruby is like a human version of the matrix of leadership." Said Rhinox as Optimus stood up and looked outside at the storm. So many things were going through his head, but there was one thing that he knew for sure.

"Rhinox this stays between you and me. Until we learn more about this no one, especially Ruby can learn about it." Ordered Optimus as Rhinox understood why.

"I've already sealed all my work on it. Only you and me can access the data." Said Rhinox as Optimus nodded his head.

'What is this power in you Ruby? Do you know about it or is it something not even you know about?' Thought Optimus as he watched the storm outside get closer.

 **Axalon, Cheetor room**

Meanwhile Cheetor was laying on his bed in beast mode wondering if he could out run the storm, or would it be too much even for him. Soon he heard someone knocking on his door.

Curious to who it was Cheetor answered them. "Come in." Said Cheetor as Dinobot walked into his room.

"Dinobot what do you want?" Asked Cheetor wondering why he was here.

"I believe that you are right, that you could out run this storm." Said Dinobot as Cheetor looked over at him.

"That could be true but you heard big bot he won't allow it. And even the news says this is one bad storm. Any way I'm done being a solo act, I'm a team player now." Countered Cheetor as Dinobot thought about it, but really already knew he would say that.

"But what if I helped you? I would stay here and run the ground bridge and keep an eye on the weather for you. That way you can get the survey posts out and show Optimus that you can handle such important tasks. After all you already mapped all the energon deposits on Patch, so this shouldn't be too difficult for you" Said Dinobot as Cheetor thought about.

Dinobot saw this and made one final push. "You have the fastest speed, with only Ruby falling behind you. You are the only one that can do this mission without completions." Said Dinobot as he put the final nail into the conversation.

Soon Cheetor made up his mind and got off his bed. "Ok if you meant what you said then I guess we can do this then." Said Cheetor as he left his room with Dinobot following behind him. But if Cheetor looked back he would have seen Dinobot with a toothy grin like he won something.

Soon after getting the survey posts Cheetor still in beast mode jumped through the ground bridge and landed in the wilderness of Vale. Making sure that the cost was clear Cheetor shot out and ran till he reached the first location. When he reached it he then transformed and pulled out a survey post from under his cheetah head and activated it. He then slammed it into the ground and transformed back into beast mode. But at that moment a bolt of lightning hit near Cheetor sending him to the ground.

"Is that supposed to scare me?" Yelled Cheetor at the sky, as another bolt landed near him.

Seeing this all Cheetor could say was "Yep" as he ran away. Soon Cheetor did the same thing at the other locations. The most trouble he had was a pack of beowolfs, but snice Cheetor had energon in him they stayed clear of him. Finally Cheetor was at the final location as he put the final post into position.

"That wasn't so hard." Said Cheetor to himself as the ground bridge appeared in front of him as he walked through it. But if Cheetor looked back at the post he just placed he would have seen that the ground around it was cracking and the glow of energon mixed with some dust was coming through. The contact with the substances made the post go haywire, but other than that nothing happened.

 **Vale, Patch, Axalon**

When Cheetor got back he slowly slipped into the control centre hoping that no one was there, but was surprised to see Ruby sitting there in her normal clothes with Crescent Rose in its usual place as she was reading something.

Cheetor curious as to why Ruby was still up and so he walked over to her. "Hey Ruby why are you still up its pretty late." Asked Cheetor as Ruby brought herself data pad down.

"It's ok, but what are you reading? It really late and the others have probably powered down for the night." Asked Cheetor again as Ruby rubbed the back of her head in embarrassment.

"It's about the great war. After Dinobot told me a little about it I wanted to learn more about it. So I asked Dinobot and he gave me this data pad about it." Answered Ruby as Cheetor looked at the pad and saw Ruby was reading about how the Decepticons brought Cybertron to earth that one time.

Seeing that it was harmless Cheetor started to walk away. "Well don't stay up too late, or else Optimus won't be happy." Said Cheetor as he left the command room and headed to bed.

Meanwhile Ruby went back to her readings, but soon stopped when she thought she saw something flicker at one of the consoles. Curious as to what it was Ruby put down the pad and walked over. When she touched the console there was a bright light and when it died down Ruby was gone.

 **Vacou, Darksyde**

Meanwhile at the Darksyde Terrorsaur was at one of the consoles when a bright light appeared out of nowhere knocking him away and Ruby appeared out of thin air. Terrorsaur was surprised to see the human that had caused them so much trouble when they first got here, but soon got a happy look on his face. Meanwhile Ruby was trying to get her bearings, one second she was at the Axalon the next thing she knew she was, well were ever here was.

"Where am I?" Asked Ruby out loud as she then heard some dark chuckling near her.

Looking over to where the sound came from, Ruby saw Terrorsaur as he cover his head with his wings and slowly brought his head out as he talked. "Welcome to the Darksyde human. Terrorsaur Terrorize!" Said Terrorsaur as he transformed and landed on a platform with his gun ready.

Meanwhile Ruby was scared, but knew that she had to act now or else she would die and that was the best option considering were she was. Ruby then pulled out Crescent Rose in sniper mode and jumped away from the console as Terrorsaur just shot at it missing her. Ruby Landed on one of the platforms nearby and shot back at Terrorsaur. Ruby knew she had move but with Terrorsaur right in front of her she couldn't reckless movement. Taking aim ruby shot at Terrorsaur sending him flying off his platform and landing on another one.

Taking her chances Ruby spotted the controls for the platform and quickly figured out how it worked. She then started to move around the room while Terrorsaur shot at her. Ruby could only focus on dodging at the moment, but Terrorsaur got a lucky shot in and destroyed the platform she was on. Luckily for Ruby there where many platforms in the room and she was able to grab hold of another one, only she was hanging from it making her an easy target for Terrorsaur.

Terrorsaur moved closer to Ruby as she climbed aboard her platform. "I heard you were fast girl, you don't seem that fast to me." Said Terrorsaur as he loaded his gun for the kill.

Meanwhile Ruby crouched low as she got ready to do something. "Well then, what do you think of this then?" Said Ruby as she used her semblance to speed kick Terrorsaur sending him off the platform and onto the console Ruby came from. When Terrorsaur made contact with the console he disappeared.

Seeing this Ruby couldn't believe it. "Whoa, what happened?" Asked Ruby to herself, but at that moment two White Fang members and Scorponok came into room.

"Oh no." Said Ruby as she flies her platform away from the three, as they started to shot at her. Luckily for Ruby she was moving around so much they couldn't hit her, but if she tried to fight back it would leave her open. Soon one shot hit the ventilation shaft opening it. Seeing a chance Ruby flew over to the hole and jumped into it and ran as fast as she could without her semblance. The other three went to the hole and looked inside.

"She went into the vents, you two peruse her while I alert the base." Said Scorponok as he flew his platform away leaving the two by themselves.

"How do we stop her?" Asked one member as the other grinned as he held up a shotgun.

"With this." He said as he flew ahead and shot into the vents.

 **Vale, Patch, Axalon**

Meanwhile back at the Axalon Terrorsaur appeared in the maximal control room confused. "Hey where she go?" said Terrorsaur as he looked around the room. "Where I go?" he wondered only to see Dinobot walk up to him.

"Welcome to enemy arms, my former comrade. I hope you'll enjoy your stay. Dinobot Maximize!" Said Dinobot as he got ready to take care of Terrorsaur.

"I don't know how you brought me here traitor, but prepare to stain the deck." Said Terrorsaur only for Dinobot to grab him by his neck.

Dinobot was about to do something when he saw that the console in front of him was sparking and glowing a bit. "Wait, could it be that an accident of nature and technology has actually created a transporter. Um interesting." Said Dinobot as he let go of Terrorsaur and thought about it.

Seeing that an opportunity had presented itself to him he decided to see what Terrorsaur knew. "Terrorsaur perhaps a truce is in order." Said Dinobot as he place a hand on Terrorsaur shoulder as the two looked at the console.

"A transporter, aw yes that how that girl got into our base." Said Terrorsaur surprising Dinobot as he looked over at the main table and saw the data pad he gave Ruby sitting there.

"No!" Said Dinobot quietly as he was worried about Ruby. To him she was a great warrior that would only get better as time went on, but if she was alone in the Predacon base, then she was doomed. And Dinobot was going to use this knowledge to father his goals and avenge her.

"And you here. An interesting development." Said Dinobot keeping his emotions under control.

"Yeah." Said Terrorsaur as he walked away from the console and kept an eye on Dinobot. "Say we could turn our truce into an alliance Dinobot." Finished Terrorsaur gaining Dinobot interest.

"An alliance, to what end?" Asked Dinobot wondering how he could turn it around to better himself.

"Think of the cosmic significance. Together will overthrow these low grade metal mock offs you joined, and rule the Predacons and these organics with two iron fists. Nothing can stop us." Said Terrorsaur as the two bumped fist causing sparks to fly. But Dinobot gave a grin that he had other plans in mind for this alliance.

 **Vacou, Darksyde**

Meanwhile back at the Darksyde most of the White Fang were asleep, but those who weren't were in the new mess hall just eating and having fun. The mess hall was an old storage area, but when the White Fang joined up and Adam convinced Megatron to make an eating area for his men. Megatron agreed and now the two of them were sitting in the mess hall watching their new lunch lady serve some people.

Currently Cinder was wearing an apron and hair net while she served another faunus something to eat. She could see both Megatron and Adam watching her from the corner of her eye. 'To think all my plans have been stopped because of this collar. I don't even know where Emerald and Mercury are right now so I'm on my own. And to make things worse they've made me into a lunch lady now.' Thought Cinder as she served another person with a frown etched on her face.

Meanwhile Megatron and Adam were watching her and discussing other matters.

"Megatron you promised me that the White Fang would rule this world, but all we've done is wait on Roman to steal dust and energon. When we are we going to make a move?" Demanded Adam as he got tired of waiting around and wanted to make a move. Even the Maximals are moving faster than them.

"I understand were your coming form, but if we move too fast we will have problems down the line. We first need to prepare for the upcoming battles. Otherwise it will lead to problems." Explained Megatron but Adam wasn't convinced yet.

Seeing this Megatron pointed over to Cinder. "See her she rushed into getting you and Roman to help her and now she has that bomb around her neck. That is why we must be careful with how we move." Said Megatron as Adam understood what he was saying, but still wanted to do something.

At that moment Scorponok voice boomed through the room. "Intruder alert sector 4, intruder alert sector 4. It's that red hooded girl again." Boomed Scorponok voice as everyone stopped what they were doing and looked over to Megatron and Adam for orders.

"All personal are to go and find this intruder and capture her. I want to find out how she got into the base undetected like this." Ordered Megatron as everyone rushed out of the room.

As Megatron and Adam were walking out Adam wondered something. "How did she get pass the perimeter guards? We upped the patrols since last time." Asked Adam wondering how someone sneaked in.

"I don't know, but I will find out." Said Megatron as the two left the room, leaving Cinder by herself.

'What a perfect opportunity, with them all chasing this girl then no one will see me go to Scorponok lab and find a way to remove this collar.' Thought Cinder as she burned the lunch lady cloths off her and headed to Scorponok lab.

Meanwhile Ruby was having a hard time, she currently running through the vents, but someone was shooting at her with a shot gun and they were getting closer. While she was running two more White Fang joined the others watching the one shot into the vents.

"This is taking too long." Said one of them.

"What do you suggest then?" Asked another one.

"This." Said the first one as he brought up a missile launcher loaded with heat seeking missile. He then took aim at Ruby and fired through one of the holes. The rocket flew through vent and towards Ruby. Ruby saw this and was about to run the other way when she saw that shots were closing in on her from that side. Ruby looked back and forth and knew she was in trouble.

"Only one chance." Said Ruby as she activated her semblance and ran as fast as she could. When she reached the shots she twisted her body and turned into a like an arrow and rushed passed the shots. And as an added bonus the shots hit the missile causing it to explode as she ran full force. Meanwhile the others were caught in the explosion sending them flying, luckily for them onto the metal floor. As For Ruby she continued to run while the fireball got closer to her.

Ruby knew she couldn't outrun it so she put her aura as high as it would go and braced herself. The fireball caught her sending her forward and out of the vents as she landed on the ground with a thud. She soon got up and knew she had to move and got out of there.

After a running for a bit Ruby heard voices in front of her, and knew she had to hide or else she would have a lot of problems. As she looked around she saw a door and seeing no other options rushed into it hoping for the best. Once she was inside she almost gave herself away with a squeal of joy. She had found an armoury fill with all sorts of weapons. Knowing she would have to fight she decided to look at her options.

'I am behind enemy lines, so being armed with the best gear is the best choice.' Though Ruby as a large smile spread across her face as she looked around at all the different weapons in the room. As she looked around the room something caught her eyes, lying on a shelf was two wrist guards silver in color in her size. The interesting thing about them was that there were palm triggers attached to them. Curious to what they did Ruby pressed them and nothing happened, so she tried again but harder this time and an energy sword came out of the top of the guard. It was a short blue sword, but it would surprise any enemy. Seeing the sword Ruby released her pressure and the blade retracted.

Looking around to make sure it was still clear, Ruby put on the wrist guards as she admired how they looked on her. 'The spoils of war, but I do need to make some upgrades on this though. What should I call it?' Thought Ruby as she started to leave the room, but stopped when she saw some time bombs. Thinking they could be useful Ruby grabbed two of them and then left the room.

 **Vale, Patch, Axalon**

While Ruby was playing a deadly game of hide and seek at the Predacon base, Dinobot and Terrorsaur were walking side by side in beast mode discussing how things happened.

"…And by simply going into contact with the communication console indicated the transport?" asked Dinobot as he stopped and saw Zwei walking towards them.

"That's all I did, nothing to it." Said Terrorsaur not realizing he just sealed his fate.

Hearing this caused Dinobot to smile. "Excellent. Then I should have no difficultly duplicating the procedure without you." Saud Dinobot surprising Terrorsaur.

"What do you mean?" Asked Terrorsaur as he started to get a bad feeling about everything.

"It means you have no more use. Zwei attack!" Cried Dinobot as Zwei slammed into Terrorsaur sending him into an opened hatch. Dinobot then walked up and slammed to close and ejected Terrorsaur out of the base.

"Good boy." Said Dinobot as he petted Zwei and was about to walk away but was stopped by Optimus in front of him.

"Dinobot the survey posts are missing, and I can't find Ruby anywhere in the base. Do you know anything about it" Said Optimus as Dinobot knew he had to act fast.

"I have no idea about the posts, but I've intercepted a Predacon transmission about a girl with a red hood in the Predacon base though. And we both know who it is." Said Dinobot as Optimus knew who it was and was getting worried.

"How'd did she get there and how long ago did you get the message?" Demanded Optimus fearing the worst about Ruby.

"I got the message a while ago and just decrypted it just recently and as how she got there it seems our communications console has become a transporter somehow." Said Dinobot as Optimus was shaking in anger.

He then turned around and started to walk away. "Get the others, were launching a full scale attack of the Pred's base." Said Optimus only for Dinobot to stop him before he could get too far away.

"Be reasonable Optimus Primal. Ruby Rose is a great fighter, a prodigy even, but even she can't handle all of the Predacons and White fang by herself. As much as I hate to say it she is probably gone by now." Said Dinobot truthfully this time as he lowered his head. Even Zwei lowered his head and wined a little hearing this.

Hearing this Optimus let out a large gorilla roar in anger. He can't believe she gone, she had so much to live and those Predacons took it from her. 'They're going to pay for this.' Though Optimus as he looked Dinobot straight in the eyes.

"Dinobot get the bomb ready." Said Optimus as he walked away with Zwei following him slowly. Meanwhile Dinobot headed for the bomb as he knew it worked but wished it wasn't Ruby that sold the plan. He would never say it out loud but he liked the girl she was a skilled warrior, smart, and ready for a fight. He would make sure she was avenged.

 **Vacou, Darksyde**

Back at the Darksyde Ruby was quietly walking thought the halls, listening to every sound she could hear. As she walked she heard to two people ahead of her.

"Hey man, ever wonder why we're here?" Asked one of them.

"It's one of life's great mysteries. Why are we here? Are we the product of some cosmetic coincidence, is there really even a god watching everything, with a plan for us and stuff. I don't know man, but it keeps me up at night." Answer the other one as Ruby stopped at what he said confused.

There was a silence after that. "What I'm wonder why we're guarding this computer room when we should be going after the intruder." Said the other as Ruby got an idea and moved towards the two quietly.

"Oh, cause we were told to." Said the other one as the two failed to see Ruby sneak up behind them.

"Oh right. So want to talk about what you said?" Asked the other one, but at that moment Ruby knocked both of them out with crescent Rose and headed into the computer room.

She then walked over to the computer and accessed it. "Snice I got new gear, might as well get some intel as well." Said Ruby as she was glad she learnt how to use cybertron based computers.

"Let's see how many White Fang members there are." Said Ruby to herself as she went to see if that info was in the system or not. After some digging Ruby found out the number and put it into a flash drive. She then got some more info and was about to leave when she thought about one more thing.

'Might as well see where their energon despots are.' Thought Ruby as she looked it up that info. What she found shocked and scared her. Looking at the screen she saw a map of remnant with the energon veins running form the Darksyde and surrounding areas. She then added the Maximals map and saw that the same vein ran under both bases.

'If we blow up the base then the explosion will take out the Maximals base as well and who knows what else.' Thought Ruby as she copied the map so she could take it back to base. But she failed to see that Emerald was behind her with her weapon ready to slice her head off.

As emerald was about to slice Ruby's head off, Scorponok came into the room with some others. "There she is." Yelled Scorponok causing ruby to jump back and out of Emeralds reach. Scorponok then fired a missile at her, causing Ruby to run around the room as the missile followed her. The other watched as she ran until she went towards and jumped over them. The missile then hit Scorponok sending them all to the ground. Meanwhile Emerald shocked her head not believing what she just saw.

 **Vale, Patch, Axalon**

Back at the Axalon Dinobot had just set the timer for the bomb and got ready to place it on the console.

"Wait." Said Optimus causing Dinobot to stop and look at him.

"Your positive the detonation countdown will give everyone time to flee the base." Asked Optimus, sure he wanted to get revenge for Ruby, but he wasn't going to go down to their level to do it.

"They shall have thirty seconds, anymore and they might be able to disarm it." Answered Dinobot knowing this was their only chance.

Optimus wasn't thrilled with it, but wasn't going to back down now. "Proceed." Was all he said as Dinobot placed the bomb down.

 **Vacou, Darksyde**

Meanwhile Ruby rushed back to console she came from hoping to get the data back to the others. Once she got close to it she tossed the flash drive onto it and it disappeared in a flash of light. But when the light died down the bomb was in its place.

"Oh no" said Ruby wandering how things could get any worse. She then heard a hovering noise and looked to see Megatron and a bunch of White Fang with him.

"Scrap." Was all she could say.

 **Vale, Patch, Axalon**

Back at the Axalon the flash drive appeared in front in front of Optimus and Dinobot confusing them.

"What is this?" Asked Dinobot as Optimus took the drive.

He then smelled it and was shocked. "It's a flash drive with Ruby's scent on it." Answered Optimus as he plugged it into the computer to see what it had on it.

 **Vacou, Darksyde**

Back with Ruby she was in a tough situation and knew only one way out of it.

"Don't shot! This is a bomb that will destroy this whole base! I'm the only one who can save you!" Yelled Ruby as many White Fang got scared, but Megatron move towards her as Terrorsaur flew into the room.

"You think you can lie to me. Terrorsaur disarm that bomb." Ordered Megatron as kept an eye on Ruby. Terrorsaur moved over to the bomb and opened it up and after a second got scared.

"There's no time. In twenty-five seconds it's going to blow." Screamed Terrorsaur scaring the others with his announcement.

Adam then took charge. "Abandon base, leave everything and get out." Ordered Adam as the White Fang rushed out trying to save themselves. Meanwhile Ruby looked Megatron right in the eye's.

"Listen, let me at the bomb I helped build it, I'm your only hope of getting rid of it." Said Ruby as Megatron thought it over. He knew he had little choice in the matter and knew she was his only hope to save his base.

"Do it." Said Megatron as Ruby rushed over to it and took out some tools. She then rushed to dis-lock the clamps as it was their only way to live. As the countdown neared zero Ruby finally dis-lock the clamps and grabbed the bomb.

"Go!" Yelled Ruby as she tossed the bomb to Terrorsaur who then took off into the air and then tossed the bomb away as it exploded while getting caught in the explosion. As the others watched the explosion Ruby then jumped onto the console. When Megatron looked over to where Ruby was he saw two mini bombs near the console as they neared zero.

"Oh no!" Said Megatron as he breached himself as they exploded. When the dust settled Megatron was cover in black as the console was destroyed and to add insult to injury Terrorsaur landed on top of him.

Standing to the side was Cinder who was smiling at the whole thing, sure Scorponok lab was under lock and key with no way to enter without them knowing, but seeing that made Cinder's day.

 **Vale, Patch, Axalon**

When Ruby made it back to the Axalon she was met with the shocked faces of both Optimus and Dinobot. Optimus couldn't believe what he saw and rushed over to Ruby and hugged her.

"Ruby thank god you're ok." Said Optimus relieved that she was ok.

"How did you survive?" Asked Dinobot surprised he honestly thought Rudy was killed at the Predacon base.

"It wasn't easy, but I got some data of the White Fang and a new weapon." Said Ruby as she activated her new weapon to show them.

After getting over his shock Optimus addressed Ruby. "I'm glad you're alright, but we need to dismantle this console so the pred's can't get in." Said Optimus as Ruby got a smug look on her face.

"It's already taken care of. On my way out I blew up their end so this side should be ok." Said Ruby as Dinobot grinned at that. That was smart thinking on her part.

"Ok then, is there anything else you want to tell us." Said Optimus as Ruby just stretched and yawned.

"Yeah it's been a long night, so I'm going to bed." Said Ruby as she disappeared, before Optimus could say anything else as rose pedals fell to the ground. Seeing this Dinobot started to laugh at how fast she left as Optimus shock his head, but then started to laugh as well. He was just glad Ruby was safe and got them some good Intel on the Predacons and White Fang. But he soon stopped laughing when he though how Yang was going to react to this.

'Oh boy.' Thought Optimus as he thought how it was going to play out.

 **Well another chapter done and I would like people option on what to call Ruby's new weapon I have an idea, but I want to hear other peoples ideas. I'll take any suggestion and go with the best one. And on a side note to the guest who suggests the RWWY/Transformers movie crossover it's an interesting idea, but I have questions I would like to ask.**

 **I would also like to address Ruby's eye power. I know the matrix of leadership is a powerful item in transformers, but the power to freeze grimm has to be something powerful as well. Away I have a plan in mind and I think people will like it.**

 **So until next time.**


	6. Surges and acceptances

**Well here the next chapter, sorry about how long it took but real life got in the way.**

 **But before I start I'm looking for a beta reader for this story, if you're interested feel free to PM me.**

 **Disclaimer: I do not own either Beast wars or RWBY**

Chapter 6: Surges and acceptances

 **Near Vale/ Vacuo border**

At the border of Vale and Vacuo there wasn't much to see snice it was just mostly wastelands, with some forests and mountains scattered about. It was so barren that both governments didn't see much value in the land and had left it as it was, with some patrols going through the area every once and awhile. But sometimes those patrols didn't even come back due to grimm attacks on those patrol.

Currently flying through the sky was a black bird with a white skull on its head, this was a young Nevermore. The Nevermore was just flying through the air minding its own business when out of nowhere Terrorsaur came swopping down and caught the Nevermore in his mouth. Terrorsaur then processed to eat the Nevermore as if it was a snack for him.

After swallowing the Nevermore Terrorsaur felt good with himself. "It's good to be a Predacon." Terrorsaur said to himself, as he continued to fly through the air in search for his next snack. As he flew near two mountains he saw something he couldn't believe. Right in the middle of the mountains was a floating mountain, it was so close to the other two that it would pass off as a third mountain to the untrained eye, but Terrorsaur's sensors could easily separate it from the other mountains.

"By the inferno." Said Terrorsaur in disbelief as he couldn't believe what he saw seeing. Sure the planet of Remnant was weird, but this took the cake. Terrorsaur knew he had to find out what was keeping the mountain afloat and so he flew over to it wondering what secrets it held. As he flew towards the mountain he found an opening near the top and flew into it. Inside he saw that the walls were covered with energon. So much energon it was hard to believe that no one had found it yet.

As he flew deeper in Terrorsaur was getting happier and happier with what he saw. "Power, this rock alive with it." Terrorsaur said to himself as he flew into an open area and saw a huge chuck of energon just sitting there waiting for him to take it.

"Energon, enough to power an army." Said Terrorsaur as he flew down closer to the energon and stopped in front of it.

He then wondered how much power this energon contained, since it could keep this mountain afloat. "I have to chance a scan. Terrorsaur Terrorize!" Said Terrorsaur as he transformed in the middle of the energon field as he robot body could already feel the energon field build up.

"Danger energon surge. Return to beast mode or stasis lock is imitate." Warned the computer system inside of Terrorsaur, about the danger he was in.

"I must act fast. A small sample will do." Terrorsaur said to himself as he walked over to a small crystal and tried to pull it out only for it to blast him sending him back between to crystals and was somehow caught between their powers. Terrorsaur was in pain for a bit, but after a couple of seconds the pain was gone and was replaced with the feeling of power. His whole body was surging with a red light, instead of usual blue and Terrorsaur was curious as to what happened to him.

After a few seconds Terrorsaur then realized what happened. "The energon has been absorbed directly into my super structure. I've never felt such power, I'm invincible." He cried out as he started to laugh with this new feeling of power he had, but then realized what he could do with this power.

"Megatron!" Stated Terrorsaur as he knew what he could, no should do with this new found power. The then shot out of the mountain at break neck speeds, his destination Predacon HQ.

 **Few minutes earlier near the Energon Mountain**

Meanwhile a little bit earlier both Cheetor and Yang (who was riding her bike Bumblebee) were scouting the area. Yang was giving Cheetor a hard time for what happened with the survey posts that sent Ruby to the Predacon base recently.

"Yang how many times do I have to apologies to you for what happened? After all it wasn't my intention to send Ruby to the Pred's base." Cheetor apologized once more hoping that Yang would forgive him or least talk to him because the treatment he was getting from her was unbearable.

See after Ruby's little trip over to the Darksyde the Maximals tried to figure out what happened. It turned out that the survey post hit some energon and dust causing it to turn into a relay post for teleportation, so all the posts had to be brought back in and doubled checked to make sure nothing like that would never happen again.

But when Yang heard about what happened she nearly trashed the whole base, trying to find out who did it. It took nearly everyone to calm her down and Ruby even said there was more good than bad with her trip, because she got Intel on the White Fang and a new weapon she calls Silver Thorns.

So now Yang and Cheetor were patrolling an area for Predacon activity and any energon deposits. Yang then finally looked over to Cheetor making the bot stop and wonder what she was going to do to him.

"Promise me you'll never do something like that again and we'll see what happens." Said Yang causing Cheetor to let out a breath he didn't know he was holding.

"You got it." Said Cheetor causing Yang to smile a little and was about to say something to him when she saw something nearby.

"Cheetor what's that?" Yang asked him as she pointed to something in the distance. Curious as to what it was Cheetor zoomed in on it.

After a second Cheetor saw what it was. "It looks like an Atlesian Dropship that crashed landed or was shot out of the sky." Answered Cheetor as Yang then drove her bike over towards it.

"Might as well check it out then. There nothing of importance out here anyway." Yelled Yang as she got closer to the crashed dropship. Cheetor mentally agreed with her and ran over to the ship. When the both got there they saw that the ship was in pretty good condition considering it crashed.

As they checked it over Yang got idea. "Hey Cheetor why don't we take this back to the Axalon and fix it up. Then we have our own dropship." Suggested Yang as Cheetor thought it over and thought that Optimus would agree to that, but before he could reply they heard what sounded like a sonic boom. Looking around they saw what looked like Terrorsaur flying past them at break neck speeds.

Yang was the first to get over her shock and asked Cheetor something. "Was that Terrorsaur?" She wondered, not quite believing it as Cheetor looked at where Terrorsaur went.

"It was, and all I know is we should follow him and see what's up." Said Cheetor as he ran after Terrorsaur as fast as he could. Yang agreeing with him rived her bike and chased after him, mentally thanking Rhinox for the upgrades he gave her bike. Now instead of running on Dust it ran on energon and was twice as fast and goes three times as long.

 **Vacuo, Darksyde**

At the Darksyde Megatron, the Predacons, Adam with some White Fang members, Ronan, and Mercury were gathered together on a medium sized mountain near their base. Megatron had gathered them all together to unveil a new defence system that should help deal with any unwanted guests.

They were all gathered around a floating box as Megatron got ready to present his new system. "I programmed this target box with the Maximals energy signal, now watch." Stated Megatron as the box floated away from the group. Soon a turret appeared from behind some rock and locked onto the target box and fired on it destroying it in no time. Seeing this cause everyone but Mercury, who was annoyed that he had to be there, to clap at the display.

"Excellent with a few more of these in place, this area well become a death trap for the Maximals." Stated Megatron as Adam wondered about something.

"Megatron what about Maximals human allies, how do we deal with them?" Asked Adam as the White Fang mumbled about it.

Megatron merely chuckled at the question. "Organic's don't give off an energy signature so we will simply keep the patrols in place. After all one can never be too careful when dealing with one enemies, yesss." Replied Megatron as Adam understood and had nothing more to say on the matter.

At that moment everyone heard Terrorsaur squeal as they looked up to see Terrorsaur in robot mode flying down at them, but staying in the air just above them. "Just the sort of plan, a cowardly lizard like yourself would conceive of Megatron, which is why I'm assuming command of the Predacons." He declared as some laughed at what he said, while others were waiting for the beat down that was going to happen.

"Place your bets on how long the fight will last people." Said Roman as people around him started to place their bets on how long Terrorsaur would last, while others like Adam wondered what caused Terrorsaur to up and challenge Megatron like this.

Meanwhile Megatron was annoyed that Terrorsaur was acting up again. "I thought you already learnt your lesson about challenging me Terrorsaur." Said Megatron as he walked towards Terrorsaur while the rest backed away to give them room and not get caught up in the cross fire.

"Today I'm the teacher, if you have a courage." Taunted Terrorsaur as Megatron had enough of his attitude.

"Very well, I could use some amusement. Megatron Terrorize!" Yelled Megatron as he transformed into robot mode and got ready to beat some sense into Terrorsaur yet again.

Seeing this Roman closed the betting pool. "Ok the fight is about to begin, so betting closed." Said Roman as put all the lien away for safe keeping while pocketing some for himself.

Megatron quickly fire some missiles at Terrorsaur, with all of them making contact with him, but only pushing him back slightly with no real damage done to him.

Terrorsaur just laughed off Megatron's attack as he got ready to return the favor. "That was amusing. But not as funny as this!" Said Terrorsaur as he activated his shoulder cannons and fired at Megatron. Megatron was able to dodge the first wave of blasts by jumping out of the way, but Terrorsaur continued firing at him, until one shot hit Megatron sending him down the mountain until he hit a ledge. The others walked over to the edge and looked down at Megatron with surprise at what they just saw.

Meanwhile back with Megatron he was slowly getting up, frustrated that Terrorsaur of all people was the one that knocked him down as Terrorsaur landed on the ground behind him. "Terrorsaur your treacherous worm, I'll finish you forever!" Cried Megatron as he charged at Terrorsaur with the intent of ripping him apart piece by piece until nothing was left of him.

Terrorsaur all the while was calm about everything. "I don't think so." He said calmly as he pulled out a gun and fired at Megatron. Each hit landed on Megatron forcing back as pieces of him fell off from each shot. Soon Terrorsaur blasted Megatron off the ledge as he fell apart and hit the ground multiple times before finally stopping. When he stopped Megatron was nothing more than scrap ready to be thrown away.

Back up top Terrorsaur was laughing, while the others couldn't believe what they saw. The silence was soon broken when Roman spoke up. "Since no one betted on Terrorsaur I guess I win all the lien that was betted." Said Roman as the White Fang that betted had words to say to him.

Scorponok couldn't believe his eyes. "Megatron is destroyed." He said in disbelief and he wasn't the only one.

"Wazzpinator does not believe it." Said Wazzpinator as some of the White Fang said similar things.

Meanwhile Mercury was the only one that was happy. 'Wait till I find Cinder and tell her the good news.' Thought Mercury as he took a picture of the destroyed Megatron to show Cinder latter.

Adam on the other hand was thinking something else. 'Where did he get that power from? I've never seen Megatron in such a one sided fight before.' He wondered as Terrorsaur landed near the group.

"Megatron Is scrap, yess, I'm your leader now. Does anyone want to argue about it now?" Challenged Terrorsaur as the others said nothing as they looked at him.

Terrorsaur then took it as a sign they knew what would happen if they did. "Good, then ready yourselves for battle, the Maximals will be the next to taste my power." Declared Terrorsaur as no one said anything about his announcement.

Little did anyone know that Cheetor and Yang were nearby and watched how Terrorsaur trashed Megatron like he was nothing. Both of them looked at each other and knew that if Terrorsaur reached the base with his new powers, then they were goners.

"Ultra-bad." Said Cheetor as the two went back to Yang's bike as quickly as they could.

Once they reached it Yang hoped on and looked at Cheetor. "We got to warn everyone Cheetor." She told Cheetor as she started her bike and got ready to gun it. "Cheetor you're faster than me, so get back to the ground bridge point and warn everyone." Finished Yang as Cheetor gave her a frown.

"But what if they catch you?" Asked Cheetor not wanting to leave her alone near Terrorsaur, after all he took out Megatron like he was nothing.

Yang understood where Cheetor was coming form, but didn't care. "Better for one of use to be caught then both of us, anyway you still owe me for the teleporter incident." She countered as Cheetor understood were she was coming form.

"Alright, but be careful." Said Cheetor as he took off, leaving a Yang in his dust as she gunned her bike.

Meanwhile back with the Predacons, Terrorsaur was still giving out orders. "Here are my orders Wazzpinator and I…" Started Terrorsaur before he bent over feeling his power levels drop drastically. The others watched on as they wondered what was happened to him.

"Is something wrong Terrorsaur?" Asked Tarantulas curious as to what brought it on.

"Maybe his batteries are low." Joked Roman as Tarantulas though he was more right then he though.

Feeling weaker by the second Terrorsaur turned away from the group and activated his internal computer. "Diagnostic, my circuits only." He ordered his computer quietly so no one else could hear him, unfortunately for him he forgot faunus's have great hearing. The entire White Fang currently there heard him and wondered what was going on.

'Something is going on here.' Though Adam as he heard Terrorsaur computer finish its diagnostic.

"Energon drain. Power down 50%. Statis lock intimate. Transform immediately." Said Terrorsaur's Computer as it showed Terrorsaur his power levels. Terrorsaur knew he had to save face and quickly turned around and made up a story to everyone.

"I, um, must see to something before the attack, Adam will command until my return." Said Terrorsaur as he ran off the side of the mountain and transformed, before flying off somewhere.

Seeing that Terrorsaur was gone Adam acted. "Tarantulas get a bullhead and follow him. I want to know what he's hiding." Ordered Adam as Tarantulas nodded as he too wanted to know where he got that power from.

"Wise move, but I need someone to fly the bullhead for me. My pinchers don't do very well if there are high energon fields involved." Said Tarantulas as Roman saw Mercury trying to slip away from the group.

Seeing this Roman smiled at what he thought he was trying to do. "Thank you Mercury for volunteering. I see you're already heading to the bullhead to prep it." Said Roman with a smile on his face as he ratted him out like that.

Adam understood what Mercury was trying to do and knew he had to keep Cinder and her group away from each other for the time being. "Good Tarantulas take him and find out what caused Terrorsaur to gain that power. Also Tarantulas is in charge." Said Adam as the two walked away.

Adam then looked down at Megatron or what was left of him. "Scorponok, Wazzpinator take Megatron to the CR tank and fix him. The rest of you will ready the CR tank" He Ordered as Scorponok left without saying a word wanting to save his leader with Wazzpinator following him while the White Fang members walked off.

Adam then saw Roman leaving while whistling a tune to himself. "Where are you going?" Adam asked him not trusting the man and for good reason.

Roman turned around and looked at Adam. "If you must know I'm going to hit a small dust shop in Vale and see how the Maximals will respond to it. I'm also taking Cinder with me." Said Roman as Adam nodded his head causing Roman to go on his way.

'I hope he gets caught.' Thought Adam as he looked down and watched as Megatron was salvaged.

 **Vale, Patch, Axalon**

Meanwhile back with Cheetor he just rushed through the open ground bridge with Yang following him by a minute or two latter as both of them rushed towards the base. Inside the base Rhinox watched as the two of them rushed through like their lives depended on it.

"Cheetor and Yang are coming in hot, better open the hatch." Stated Rhinox as he looked over from the main table to Rattrap, who was currently playing a game of cards with the computer.

"Yeah, yeah just let me finish this hand. I'm in for this stinking computer for half a million." Said Rattrap as he just lost another hand to the computer.

Optimus then walked over and turned off the game causing Rattrap to whine about it. "The two of them wouldn't be moving this fast if they didn't have something urgent to report." Said Optimus as he joined Rhinox at the table waiting for Cheetor and Yang to come in.

At that second Cheetor can rushing in, out of breath as he stopped in the command centre after lapping it, in order to slow down. "Big bot, Predacons attacking, Megatron scrap, Terrorsaur, power source, mountain, floating. " Said Cheetor nearly at the same time making it hard to understand what he said.

"Calm down Cheetor, better transform." Suggested Optimus hoping it would help Cheetor breath better.

Cheetor then transformed causing his breathing to go back to normal somewhat. "That's better, now tell us… slowly." Said Optimus wondering what would cause Cheetor to run like that, as Yang rushed in the room out of breath.

"Sorry I'm late." Said Yang as Optimus looked her way.

"It's ok Cheetor was just about to explain what's going on." Said Optimus as everyone but Yang looked at Cheetor.

Seeing everyone looking at him Cheetor started to explain. "Terrorsaur leading the Predacons now, he's going to attack our base." He explained causing the others to gasp at the news.

Optimus wanted to know one thing. "What about Megatron?" He asked knowing he wouldn't give up command without a fight.

Yang then walked over and joined in. "Terrorsaur took him out like he was nothing." Answered Yang as Cheetor continued on for her.

"Yeah, he must have found some mayor energon source on that floating mountain." Said Cheetor surprising the others even Yang.

"Floating mountain?" Asked Rhinox confused.

Rattrap then moved over to Cheetor. "I knew it, you got your circuits crossed kiddo. Even on this weird world mountains don't fly." Said Rattrap as Yang agreed with him.

"Yeah Cheetor I didn't see any floating mountains, and if there was one why hasn't anyone seen it yet?" Said Yang as Cheetor growled at it all.

"Cause the mountain is between two other mountains making it look like a third mountain. I picked it out due to the sensors in my eyes." Explained Cheetor as Yang understood now how she missed it.

As the three of them continued to argue about the mountain Optimus then spoke up. "Rhinox intensify perimeter scan and get through to Dinobot. I want the Predacons spotted." Ordered Optimus as he realised something he forgot. "Also where is Ruby? I haven't seen her snice she arrived and we need all hands on deck." Asked Optimus curious as to where she was.

Rattrap then spoke up as to where Ruby was. "I think she went into one of the labs. Think she said something about upgrading her new gear." He told Optimus as he then started to walk towards the lab only for Yang to stop him in his tracks.

"Don't bother Optimus, once she starts working on a weapon nothing short of attacking her, will stop her." Explained Yang as Optimus sighed at that, and went back to the main table. He then brought up a map of Remnant.

Optimus then looked over to the holo map and got Cheetor's attention. "Now where did you see this floating mountain" He asked as Cheetor touched a section of the map.

"Right here." Said Cheetor as the map zoomed in on that area.

 **Near Vale/ Vacuo border, Floating Mountain**

Meanwhile a weak and tiered Terrorsaur was making his way to the floating island in hopes of regaining his power. As he was flying he was talking to himself as to why he lost he power in the first place. "The energon must be unstable, I need more of it, enough to finish off the Maximals for good." Terrorsaur said to himself as he continued on his way to the mountain thinking he was alone.

Flying above him was a bullhead containing Tarantulas and Mercury. The two caught up with him easly and were staying out of sight while following him. "Tell me again why we're doing this?" Moaned Mercury as he flew the ship while staying out of sight.

"Because you simple minded fool, think about it for a second. If Terrorsaur got that much power, imagen what we could use it for. No one would be able to stand up to us! Now shut up and follow him." Explained Tarantulas, but Mercury already knew that Cinder had more power than all of them, but that bomb was keeping her from using it.

 **Vale, Patch, Axalon**

While Terrorsaur was trying to get another power up, the Maximals were seeing if what Cheetor said was true. Currently they had their scanners pointed in that area and were seeing what was going on.

"I've got two of them." Said Rhinox as two different blips appeared on the map.

Seeing this Optimus wanted to see who it was. "Patch it into the map grid." He ordered as a grid appeared on the map.

After a few second of studying the map Rhinox figured out who it was. "Looks like Terrorsaur, Tarantulas and one human." He told them as Rattrap looked over at him.

"You meant Faunus right, cause there's no humans in the White Fang." Said Rattrap after all the data Ruby got them showed that there were no humans with any contact with the White Fang.

Rhinox just looked over at Rattrap "Nope it's a human. Humans and faunus have different markers in their bodies and this person is missing the faunus markers." He explained as the map then flickered.

"Hey what happened?" Asked Rattrap confused.

Rhinox studied the map again and then came to a conclusion "Energon inference. They must be near a large concentration of it." He explained to them as Optimus then projected their most likely courses, showing that the two groups were heading to the mountain.

The map then showed the mountain. "A mountain of it to be more precise." Said Optimus after seeing the picture the computer showed them.

Cheetor then punched Rattrap in the arm. "Told you rat breath." Said Cheetor glad he was proven right.

"Yeah ask me, both you and Optimus need to be de-bugged." Countered Rattrap as the two glared at each other.

While Cheetor and Rattrap were having their staring contest Rhinox was thinking about the mountain. "You know it's possible, if the energon were unstable and there were a big enough concentration, it could lift a mountain off the ground." Said Rhinox as Optimus agreed with him, but Yang was confused by it.

"Wait how can energon lift a mountain off the ground?" Wondered Yang as Rhinox looked over at her.

"Do you want the technical version or what I just told you?" Asked Rhinox knowing that Yang was more of a girl of action and that technical terms went over her head a fair bit.

Yang thought about it for a second before answering. "I think I'll stick with what you said." She told him not wanting to here all the technical stuff.

Seeing that Yang understood the situation Optimus gave his orders. "Rattrap rig for demolition and meet me at the roof hatch in five cycles, Yang give Rattrap a hand, you're coming with us." He told them as he went to get ready for the mission himself.

"Wait what are we doing?" Wondered Rattrap who wasn't sure what he was going to blow up.

"To destroy that mountain, before the Predacons try to secure it." Answered Optimus as he turned and looked over at Rhinox. "Rhinox set the defence grid on maximum, and Cheetor try to get Ruby out of the lab and ready for combat." Said Optimus as Cheetor walked off and Rhinox worked on the defence grid.

Rattrap couldn't believe that he had to blow up a so called floating mountain. "It's always something." He said to himself as he shook his head in disbelief before looking over to where Yang was waiting for him. "Come on were going to need a fair bit of explosives to deal with this." Said Rattrap as the two walked off, to get their gear.

 **Floating Mountain, Vale/Vacuo border**

While the Maximals got ready to take out the mountain Terrorsaur reached the mountain and flew to where he first got his power boost in hopes of regaining the power. Meanwhile Tarantulas and Mercury flew their bullhead towards the mountain.

Mercury couldn't believe what he was seeing. "A flying mountain." Mercury said to himself in disbelief but Tarantulas heard him.

"Not flying, but rather floating. The power required for something like his is immense." Corrected Tarantulas as he saw a ledge big enough to land on that also connects to the main area. "Land over there, we'll walk in on foot." Ordered Tarantulas as Mercury took the bullhead over to the ledge and landed it. Soon the two were walking into the mountain, while Tarantulas stayed in beast mode.

As the two walked Mercury wondered something. "So what do we do now?" Wondered Mercury as Tarantulas continued to walk.

"We find out how Terrorsaur is powering himself up first and then go from there." Was all Tarantulas said as Mercury shook his head and continued to walk. Little did either know that they soon where going to have competition for the mountain.

Nearby the mountain a ground bridge portal opened up in mid-air and out of it came Optimus in robot mode with Yang carrying a bag on her side and Rattrap on Yang's back as they flew through the air.

"Man, oh, man if I wanted to fly, I would have become a bat not a rat." Whined Rattrap as they flew towards the mountain.

"It was the fastest way to get here. The energon is playing havoc with the ground bridge so it can only get us so close." Optimus told him as he continued to fly them all towards the mountain.

Yang gained a smirk on her face. "What's a matter rattrap scared of flying?" Teased Yang as Rattrap just looked at her the best he could.

"I have no problem with flying, its falling that I have a problem with." Countered Rattrap as he reminded Yang of the downed bullhead in the area she saw earlier.

Not wanting to forget again Yang turned her attention to Optimus. "Hey Optimus there's something I want to ask you." Said Yang gaining some of Optimus's attention as he continued to fly towards their destination.

"It's going to have to wait, we're here." Said Optimus as all three of them could see the Mountain in the sky.

Rattrap seeing it whistled at it. "Guess I owe the pussycat an apology." Said Rattrap seeing how he was wrong about what he said to Cheetor earlier. Optimus then flew closer to the mountain and found a ledge for him to land on. As soon as he landed both Rattrap and Yang jumped off of his back.

Optimus then felt the energon surge affecting his body as his computer spoke to him. "Danger, energon surge, return to beast mode or stasis lock is imitate." Warned his computer system as Optimus returned to beast mode.

Soon the three of them walked through the mountain looking at all the energon. "There is a lot of energon here." Whistled Yang looking at the energon that lined the walls.

"That's true we will have to use our robotic form sparely." Said Optimus as he also looked at all the energon that kept the mountain afloat.

"Don't worry thats why I'm here. I'm not effect by the energon like you two are." Boosted Yang as Optimus stopped and looked at her.

"That may be true but that doesn't mean you should be careless." Warned Optimus as they continued on thier way to the centre of the mountain. Soon the three of them saw Terrorsaur as he transformed, and landed in the area in front of them causing them to hide behind some rocks as they watched him.

As Terrorsaur landed on the ground he walked over to where he first got his power boost. "Now to regain my power." Said Terrorsaur as he held out his hands toward the crystals causing their power to surge through his body once more.

Soon Terrorsaur had regained the power he used to destroy Megatron. "Yes, yes, YES!" cried Terrorsaur as he started to laugh with the feeling of power he had.

As the others watched on Rattrap couldn't help but speak up. "Uh oh, this is bad." Said Rattrap as the three lowered themselves behind the rocks.

"So what's the plan?" Asked Yang, when normally she would attack, but after seeing what Terrorsaur could do with his power boost she didn't want to risk it.

"Ok his circuits can't hold a charge that massive for long. I'll lead him away, you two set the charges and I'll come back for you in four cycles." Said Optimus as Rattrap wasn't sure about the plan.

"And suppose he blast's you into itty bitty pieces, it's a long way down." Said Rattrap voicing his concerns about the plan.

"It sure is." Said Optimus surprising both Yang and Rattrap with what he said. Optimus then stood up for the group as he transformed and gained the attention of Terrorsaur.

"Optimus how nice of you to save me the trouble of hunting you down." Said Terrorsaur who was so sure that Optimus would as difficult to defeat as Megatron was.

Optimus had only one thing to say about that. "Let's do it." Was all he said as he took to the sky with Terrorsaur following him behind him, as Optimus led Terrorsaur away from Yang and Rattrap so that they could set the charges. Now all Optimus had to do was dodge all the shots that Terrorsaur was firing at him from his shoulder cannons and hope that his power boost would ware off soon.

Optimus did every move he could think of to keep Terrorsaur off his back he flew downwards towards the base of the mountain, he used the nearby floating rocks as shields. But no matter what Optimus did Terrorsaur was still on his tail, and some of his shot were too close for comfort for Optimus as he continued dodging Terrorsaur. Optimus then hid behind a rock as Terrorsaur flew past him as Optimus active his wrist cannon and fired at Terrorsaur. The shots hit Terrorsaur sending him into a nearby rock, but like with Megatron they did nothing to him.

Terrorsaur flew out of the rock and got closer to Optimus. "Now you've made me mad." Terrorsaur growled at him as he fired a barrage form his shoulder cannons at Optimus.

Optimus barely dodged in time as he flew away. 'I hope Yang and Rattrap are having better luck then me.' He thought as he continued his game of cat and mouse with Terrorsaur as the cat and were he was the mouse.

Meanwhile Yang and Rattrap both went to the main area as they looked around. Rattrap examined the area before he looked over to Yang. "Ok, two charges should do the job, but to be safe we'll set an extra two charges on the other side of this area." He explained to her as Yang brought out two charges and tossed them to Rattrap. Yang then went over to the other side of the mountain as Rattrap sent the two charges on some Energon as the timer started to count down.

"Now if Optimus can get back here in time." Rattrap said with worry in his voice as he started to walk over in the direction that Yang went so they could regroup and meet up with Optimus. Little did he know that the two of them were about to have company.

Back with Optimus he was still in the same situation as he was before, with the only difference this time being that Terrorsaur was firing like crazy. Optimus was using anything and everything he could as a shield to defend himself with. But then Terrorsaur fired at a rock above Optimus as he was flying under it causing the rocks to hit Optimus making him stop giving Terrorsaur a chance to fly right in front of Optimus.

"You're mine now Maximal." Said Terrorsaur as hit fired at Optimus point blank with his eye lasers. The blasts hit Optimus sending him down while Terrorsaur laughed at his handy work. Optimus was lucky enough to land on the main mountain, but unfortunately for him he bounced a few times giving him even more damaged before he finally stopped.

When Optimus tried to get up the energon from the mountain was already affecting his body. "Energon surge, stasis lock is imitate" Warned Optimus's computer system.

"Have to transform or I'm finished." Said Optimus as he changed into beast mode knowing that it was better, than going into stasis lock with Terrorsaur right above him. Optimus then looked up as he heard Terrorsaur coming down with a wicked smile on his face.

Back with Yang she just set two more charges on some energon. She was about to leave when out of nowhere someone kicked her sending her to the ground. Looking up Yang saw Mercury standing there with a smile on his face.

"Who the hell are you!?" Demanded Yang as she got Ember Celia ready for a fight.

Mercury just smirked at Yang. "Your worst nightmare." Was all he said before he fired some shots form his shoes as Yang. Yang jumped to the side and charged at Mercury wanting to punch his face in. Mercury got out of the way of the punch and was about to fire another shot at Yang, but stopped when he saw she was in front of energon. He then went in close as attacked Yang with serval kicks. Yang tried to block some of the kicks, but some of them got through and then Mercury roundhouse kicked Yang. The force was so strong it sent Yang against the wall, as she got up she saw one of the charges fell out of her bag and was on the ground near her. Getting an idea Yang stood up with the charge in here hand.

"Well whoever you are you're going to get a blast out of this." Said Yang as she tossed the charged at Mercury who had no time to react as it exploded right in front of him. When the dust settled Yang didn't see her opponent anywhere and thought he was blown somewhere else.

'I better find Rattrap and fast.' Thought Yang as she went to find Rattrap hoping that he was ok since that guy probably didn't come alone.

And Yang was right as Rattrap was looking for Yang he failed to see Tarantulas climbing on the rocks behind him until it was too late. The next thing Rattrap knew Tarantulas was on top of him pinning him to the ground.

"Surprise." Taunted Tarantulas as Rattrap struggled to his feet. Luckily for Rattrap he got to his feet and started to run while Tarantulas was still on his back. Seeing a low ledge Rattrap ran under it with Tarantulas hitting the top of it and falling off of him.

"Sorry bug bot it got no time to play with you." Said Rattrap as he continued on his search for Yang, but Tarantulas wasn't done just yet.

"I'm afraid I insist." Said Tarantulas as he jumped at Rattrap only for Yang to come out of nowhere and grab him by his back.

"Sorry bug boy but play time is over." Said Yang as she shotgun punched him in the direction she came from.

Once Tarantulas was dealt with Yang looked over at Rattrap. "Let find Optimus and blow this place." Punned Yang as Rattrap groaned in response.

"You know you got to stop those puns." Said Rattrap as the two of them went to find Optimus.

Meanwhile Tarantulas finally landed on the ground after Yang's punch. As he got up he heard moaning and was wondering what was causing it. Looking for the source Tarantulas found Mercury on the ground, but the interesting thing was that his right leg was broken, but instead of flesh and blood Tarantulas saw metal and oil.

Mercury heard Tarantulas coming and looked at him. "Tarantulas help me, my leg is broken and they set bombs here." Cried Mercury as Tarantulas just looked at him, before he started to walk away from him.

"Tarantulas where are you going help me!" Said Mercury as fear and worry was getting to him.

Tarantulas stopped and looked at him. "Why should I, what's in it for me?" He asked wondering what was in it for him to help him.

Mercury thought for a moment before answering. "I'll owe you one." He said hoping he would help him. Tarantulas thought for a moment before he went back and placed Mercury on his back.

"Just remember this, I always collect on my debts." Said Tarantulas as he carried Mercury back to the bullhead, while mercury was wondering if he would have been better off where he was.

Back with Optimus things weren't looking good for him as Terrorsaur was standing over him with his gun trained on him. "Say good-bye Optimus Primal." Said Terrorsaur as he got ready to finish Optimus for good, only his power boost to end at that moment.

"Energon drain, stasis lock imitate." Warned Terrorsaur's computer system as Terrorsaur was feeling the full front of the drain.

"No not now." Said Terrorsaur as he jumped away and transformed into beast mode to recharge his power.

Optimus then started to get back to his feet as Terrorsaur flew over to him. "I'll be back for you as soon as I replenish my power." Terrorsaur warned him as he took off leaving Optimus by himself.

"Got to get to Yang and Rattrap, not much time." Said Optimus as he struggled to move and find the others.

Yang and Rattrap entered a ledge entered on as they looked around for Optimus, but they soon heard Terrorsaur cry as they looked up and saw Terrorsaur flying through the air, with no Optimus near him.

"Oh man, looks like Optimus lost this round and that means were done for." Said Rattrap as he started to panic, while Yang thought she would never see Ruby again or find her mother.

Terrorsaur meanwhile got back to the energon clearing as he struggle to stay air born. "Must recharge, must." He said as he huffed as he then saw the bombs that Rattrap placed.

Terrorsaur couldn't believe what he was seeing. "Demolition charges, they'll tear this mountain to pieces." He cried out as he started to fly away from the mountain as fast as he could. He might want power, but he wasn't going to die over it. The charges then went off as Terrorsaur was making a break for it, destroying everything on the mountain.

Meanwhile Tarantulas and Mercury were in the bullhead and making a break for it. Mercury who was sitting on the ground while tarantulas flew the bullhead asked a question. "So what do we tell Adam?" He asked Tarantulas as he stayed quite.

Yang and Rattrap just stood there as the mountain was being blown up. "Well at least were going out with a bang." Said Rattrap as Yang said nothing.

"The only place we're going is home." Said Optimus as he climbed over the ledge and joined the two of them.

"Optimus you're alive." Said Yang as she and Rattrap rushed over to him.

"We'll all be dead soon. Hurry both of you hop onto my back." Said Optimus as Yang hopped on his back followed by Rattrap.

"Ok make like a bird." Said Rattrap wanting to get out of there and fast.

"Can't, the energon blast will fry my circuits permanently just hold tight." Said Optimus as he ran for the edge.

"Oh man, oh man, oh man don't tell me you're going to jump." Cried Rattrap as Optimus jumped off the mountain as it exploded behind them. As they flew Yang was crying in joy form the feel of it while Rattrap was crying. When the mountain exploded the blast sent them away from the other mountains and towards the nearby jungle.

The three of them landed on a tree as Optimus was holding onto it. "Yeah let's do that again." Cried Yang as the others looked at her.

"Maybe latter, but for now would you two mind getting off my back?" Asked Optimus as Yang and Rattrap climbed off his back and onto the tree branch.

As the three made themselves more comfortable on the breach Rattrap looked over to Optimus. "You do know that was crazy." He told him as Optimus just shrugged.

"Sometimes crazy works." Replied Optimus. "By the way you did good up there, both of you." Hearing this made Yang beam with pride.

"Yeah you weren't so bad yourself, but don't tell anyone I said that." Said Rattrap as Yang then got Optimus attention.

"Hey Optimus remember earlier about me having something to tell you?" Asked Yang as Optimus and Rattrap looked her way wondering what she wanted to say.

"Yes, what is it?" Wondered Optimus as Yang grinned.

"Well me and Cheetor found this downed Atlesian Dropship nearby. We were thinking of bring it back to base and fixing it up. What do you think?" Asked Yang as Optimus thought about it for a bit.

After making up his mind Optimus gave his response. "Ok you have permission to grab it and fix it up." He told her as Yang pumped his fist.

 **Vacuo, Darksyde**

After finally being able to fly back to the Darksyde, Terrorsaur was still in a bad mood over what happened. "Blast those Maximals, they destroyed my power. But at least I got rid of Megatron." Terrorsaur said to himself as he landed at the main hatch to enter the base. But when he did, he saw Megatron walking slowly toward him with serval people behind him watching on.

"Well, well look who's back." Said Megatron as Terrorsaur paled at the sight of Megatron. That night the White fang and Predacons had a lot of entertainment.

 **Vale, Dust till dawn**

Later that night Ruby was at a dust shop called Dust till dawn reading a weapon magazines while listening to some music. When Optimus and his team returned back to Axalon with a Atlesian Dropship, Optimus gave Ruby a little talking to about diving into work so bad that she ignores the outside world. Ruby didn't like it, but she was glad she could upgrade silver thorns. Now instead of palm controls she add special black fingerless gloves to it, so now she just needs to make a fist with the fabric touching in a certain way and her weapon will activate. This way they won't turn on when she's holding Crescent Rose or something like that.

Now for as to why she was there, Yang came up to her when she got back and asked if she could make some adjustments to Ember Celia. When she fought that boy on the mountain she got lucky with the charge, if it didn't work who know what could have happened. So now Ruby is getting some ideas as to what to do for Yang's weapon upgrade. She was so into the magazine she didn't hear the door open as Roman and four disguised White Fang members walk in.

Roman walked over to the shop keep, who was afraid at Roman's appearance. "Do you have any idea how hard it is to find a Dust shop open this late?" Asked Roman as he flicked his cigar like nothing was wrong, meanwhile the shop keeper was scared for his life.

"Please! Just take my lien and leave." Said the shopkeeper as he raised his hands in fear.

Roman just shook his head at that. "I'm not here for lien tonight, I'm here for your dust." Said Roman as the White fang got to work grabbing the dust. Two went and collected the dust in the containers on the wall, while one of them wandered the store and the last one went to the shop keeper.

"I want crystals, burn, uncut, and if you try anything I'll get mad and you won't like me when I'm mad." Threatened the White Fang member as the shop keeper gave him the dust he wanted.

Soon the member patrolling the store saw Ruby standing in the corner in the back of the store with her back turned to him. Not wanting to take any chances he walked over to her, while pulling out a sword. "Ok kid put your hands where I can see them." He threatened her but got no response out of her. Not liking how she was treating him he walked over and turned her around and saw she was listening to music.

He then motioned to her headphones, making Ruby take them off. "Yes?" She asked, but had a good idea what was going on.

"I said, put your hands in the air, now!" Said the member as Ruby understood what was happening.

"And if I don't." Replied Ruby as she put the magazine away. The White Fang member had enough and went to swing at her only for Ruby to use Silver thorn and cut the blade in half. The member looked at his sword before Ruby went and kicked him to the other side of the store.

Roman, who was still at the counter looking at some Dust, saw the guy go flying by him as did the others. Soon the one of the other White Fang members went to see what happened as saw Ruby there. He pulled out his gun, but the next thing he knew he was out on the street, feeling pain all over his body as Ruby landed on his body.

As the others took a look at her, Ruby out Crescent Rose out in scythe mode as she twirled it and stuck the ground with her scythe facing them. Roman then saw the Maximal symbol on her belt.

"Well, well, well looks like we have a Maximal here. Get her!" Ordered Roman as the remaining White Fang members plus the guy she kicked earlier pulled out their Predacon guns and rushed outside for a better shot. One of them shot at Ruby but she jumped over the blast and used the blunt end of Crescent Rose to hit him with knocking him out. The next one used a mini machine gun, but Ruby used a combination of her speed and the recoil form Crescent Rose to avoid the shots. She then, using her speed, kicked the man sending him into a lamp post. The final one saw what happened and tried to run away, but Ruby was already on him and used her scythe to knock him out as Roman just watched.

"And Adam says you're good fighters." Mumbled Roman as he looked at the downed White Fang members, before finally looking at Ruby as he walked out of the shop.

"Well red, it looks like the Maximals win this round." Started Roman as he dropped his cigar and crushed it with his cane. "Shame I'm such a sore loser." He finished as he raised his cane and the bottom lifted up showing that it was a gun. He then fired at Ruby who dodged it by using Crescent Rose recoil. When she looked at where Roman was she saw he gone. Looking around she saw him climbing up a nearby fire escape.

Ruby then looked at the shop keeper. "You ok if I go after him?" She asked him as the shop keeper nodded yes to her.

When Roman reached the roof he started to run to the other side just as Ruby reached the top as well. "Hey!" Cried out Ruby as Roman stopped at the other end of the roof. But then a bullhead appeared out of nowhere as Roman climbed inside it and then turned and face Ruby.

"End of the line red." Said Roman as he pulled out a red dust crystal and tossed it at Ruby. He then fired at the crystal causing a huge explosion. Roman thought he got her, but when the dust settled standing in front of Ruby was a woman that was holding up a shield in front of them.

This woman was middle-age with green eyes wearing glasses with blond hair that was tied in a bun and had curl hanging down the right side of her face. She wore a whit long-sleeved suit with puffy sleeves that exposed part of her chest. On her lower body she has on a black business skirt with buttons running in a vertical line up the front of it. She also wore high heels and a purple tattered cape. On her cape it had a row of diamond-shaped drown beads going horizontally across it. And above the beads was an emblem of a tiara. The most interesting thing about her was that her weapon was a riding crop.

The woman the flicked her wrist firing several purple blots that hit the bullhead. Knowing he was in trouble Roman ran to the front where Cinder was flying the bullhead. "We got a huntress, go deal with her." He told her, as Cinder left to deal with her and Roman took over.

The woman then fired another blast above the bullhead creating storm clouds above it. The clouds then fired ice spears all over the bullhead. It was at the moment that Cinder was ready and fired a fire ball at the woman, who made a shield to defend herself. The blast fragments landed all around her as they started to glow. The woman then back flipped away as the ground exploded and used the debris around her and turned it into a giant spear and fired it at the bullhead. Cinder blasted it a few times, but the spear remade itself each time. Roman then angled the bullhead to have the spear hit the top of the ship, saving them. The woman then broke up the spear and had the piece circle the bullhead. Cinder who had enough of this fired a fire barrier around the ship, destroying the broken up spear pieces. Seeing this Ruby stepped in and fired several shots from Crescent Rose in sniper mode hoping to help, but Cinder blocked each shot with her hand. Cinder then prepared serval explosions near the two. The woman seeing this got herself and Ruby out of the way, but in doing so Roman and Cinder got away.

Seeing that the danger was over the woman looked over to Ruby, who had stars in her eyes. "You're a huntress. Can a have your autograph!" Asked Ruby only to then find herself in the police interrogation room a little latter with the woman walking around her.

"I hope that you realize that your actions tonight will not be taken lightly, young lady. You put yourself and others in great danger." The woman sternly told Ruby as Ruby felt like Optimus was talking to her again.

"They started it, and if I did nothing who knows what they would have done." Defended Ruby knowing they worked for the Predacons, but couldn't say anything about it.

"If it were up to me, you'd be sent home... With a pat on the back..." Started the woman as Ruby smiled at it before she continued. "...And a slap on the wrist." She finished as she slapped her whip on the table making Ruby jump back into her seat in fear.

"But, there is someone here who would like to meet you." Said the woman as a man entered the room. This man looked like he was middle-aged with silver hair and brown eyes. He wore an unzipped black suit over a bottomed vest and green undershirt. He also wore dark-green pants and black trouser shoes. He also has on a green scarf with a cross-shaped emblem on it and shaded glass spectacles. In his left hand he was caring a mug with the Beacon academy symbol on it and in his right he had a plate of cookies.

"Ruby Rose.." Started the man as he took a closer look at her. "You… have silver eyes." He finished making Ruby wonder why her eyes were important. He then stood up straight and the women had a tablet with a video of Ruby's fight playing on it.

"So! Where did you learn to this?" The man asked her as he gestured to the tablet behind him.

Not sure what to say Ruby answered truthfully. "Signal Academy." She told him as the man looked a little surprised at the answer.

"They taught you to use one of the most dangerous weapons ever designed?" Questioned the man wondering if she was telling the truth or not.

"Well, one teacher in particular." Replied Ruby.

"I see.." Started the man as he put the plate of cookies in front of Ruby as she tentatively picked on up and eat it in one go. She then grabs the rest and eats them all quickly without choking on them. "It's just that I've only seen one other scythe-wielder of that skill before. A dusty, old crow..." Finished the man as his mind wondered for a second.

"You must mean my uncle Qrow. He's a teacher at Signal. I was complete garbage before he took me under his wing. And now, I'm all like— Hooowaaah! Witchaaaa!" Said Ruby as she made some karate-style poses and noise.

"Then did he teach you how to use theses wrist blades?" Asked the man as he should Ruby her fight inside the store as she cut the sword in two.

"Um, no I'm learning that on my own. See I'm not good at close range like my sister, so I'm trying to get better and made a weapon for that purpose." Answered Ruby as the man and woman bought her answer for now.

"Then what is an adorable girl such as yourself doing at a school designed to train warriors?" Questioned the man wondering what her answer would be this time.

"Well… I want to be a huntress." Answered Ruby causing the man to press for more.

"You want to slay monsters?" He asked wondering if there was more or not.

"Yeah! But recently I found out there are more than one type of monster, and if we can't stand up to all types of monsters out there then we lose. After all freedom is the right of all sentiment beings." Said Ruby as everyone failed to see that her eyes glowed for a second when she said that last part.

"I only have two more years of training left at Signal! And then I'm going to apply to Beacon! There I'll gain what I need to make a difference in the world." Said Ruby surprising the two adults in the room with her unique and mature answer.

The man was quite for a bit before he spoke. "Do you know who I am?" He asked her.

"You're Professor Ozpin. You're the headmaster at Beacon." Answered Ruby causing the now identified Ozpin to smile.

"Hello." He said as Ruby smiled back.

"Nice to meet you." She said wondering what would happen next.

"You want to come to my school?" Asked Ozpin.

"More than anything." Ruby answered him, expressing her love for the school.

"Well, okay." Said Ozpin shocking Ruby with the answer.

"Just like that?" Asked Ruby making sure she heard ok.

Ozpin took a sip form his mug before answering her. "Yes. Now head home and I'll send you a list of everything you'll need along with the proper paper work to fill out." He told her as Ruby got up and left the room wondering if she was dreaming or not.

When she left the room Ozpin looked to the woman. "I know you disagree with this Glynda." Said Ozpin as the Glynda looked at him.

"She too young for beacon Ozpin. Why are you letting her in so early?" Asked Glynda as Ozpin drank more of her coffee.

"Because she has potential to be a great huntress. And remember the explosion that took place last month on patch?" He asked as Glynda nodded yes. "I have reason to believe she was in the middle of it, I have no proof, but I have this feeling that can't be explained. But there's more to her then more than meets the eye." Said Ozpin as he started to look over Ruby's file from Signal.

 **Well I hope you enjoyed this chapter. I tied combing two different episodes in this chapter and I hope it flowed ok. Now we have one more chapter before we go to Beacon and it's based on one of my more favorite episodes of beast wars. So feel free to review, but please don't post every day asking for the next chapter it is getting old and annoying.**


	7. Chain of Command

**Well here's the next chapter. I really liked how this chapter came out since it is one of my favorite episodes from Beast wars. Any way a lot will happen in this chapter so please enjoy.**

 **Disclaimer: I do not own either Beast wars or RWBY**

Chapter 7 Chain of Command

 **Vale, Patch, Safe ring**

It's was about a week after Ruby was invited to join Beacon early, something that Ruby still couldn't get over. And everyone had different responses to it once they found out. Her dad didn't want her to go, saying she was too young, but after some talks and deal making Ruby was allowed to go to beacon. Yang was ecstatic that her little sister was joining her at beacon and couldn't wait for the semester to start. Meanwhile the Maximals all had different opinions on the matter, Dinobot said that it was a wise choice due to her combat prowess, Rattrap said he didn't care but he gave Ruby a smile when he heard, Cheetor was about as ecstatic as Yang was, and Rhinox told her that she had a lot of catching up to do if she wanted to be on the same level as the others students there. But it was Optimus's words that stuck with Ruby the most. He warned her that the Predacons might try to attack them while they were at school and that she and Yang needed to watch each other's backs the best they could, but other than that he was proud of her and told her to do her best.

Other than that the Maximals haven't had much action, but today they were at the safe ring examining it and trying to figure out why and how the grimm wouldn't go in it. So far they have taken soil samples, examined the rocks, and even scouted the area and all they had to show for it was even more questions than before. The area scan and soil samples came up with nothing as to suggest why the grimm avoid the ring, but the rock samples gave them weird readings that Rhinox couldn't understand until he did a more thorough tests back at the base.

But it did tell him one thing though. "This isn't a natural stone formation. Somebody, somehow built this place." Stated Rhinox as he told the others what he learnt so far. The other pondered what Rhinox told them wondering what that could mean.

"But if it's not naturally formed, then who build it? As far as I know no one other than us knows how to repel the grimm?" Yang wondered out loud as no one could answer her question.

"Something else is odd." Optimus said as he looked at a scanner that they brought along with them. "I'm getting an energon reading. It's under this pill of rocks." He finished as they all looked at the pill of rocks in front of them.

"Rhinox if the crystals are big enough could they repel the grimm away from this place?" Asked Ruby wondering if that was the secret of why the grimm avoid the safe ring.

Rhinox thought about it taking that into consideration. "It could be, but the effects couldn't cover just the structure, but rather a more circular area." Replied Rhinox as he answered Ruby's question but giving them all something else to wonder.

"Just like baiting a mouse trap. This place alternates my currents." Said Rattrap a little spoked at what they learnt so far.

With what Rattrap said made Rhinox wonder something. "You know the energon on Remnant doesn't fit with it geology. Hard to believe it could have form naturally." Stated Rhinox as Yang gave him a confused look.

"What are you saying that someone or something put all this energon on Remnant?" Asked Yang not sure if she wanted to know the answer or not. Meanwhile Dinobot started to walk over to the rock pill.

"That's something we'll just add to the list of growing questions we have about this world." Said Optimus as he too wondered what the answer to that question was.

"However it got her, we must remove it before the Predacon do." Stated Dinobot as he started to remove the rocks from the pile in order to get to the energon underneath it.

It was at that moment they all heard a familiar stomping sound and saw Megatron step out from behind on of the stones.

"Aw Dinobot, that Predacon chip still ticks inside your treacherous hide. And I think we will take it, yesss. No energon crystal too small, I always say." Said Megatron as Terrorsaur and Wazzpinator then flew in while they transformed and started to fire on the Maximals causing them to jump about to avoid getting hit. Then Tarantulas and Mercury appeared and started to fire, forcing the Maximals to get some cover behind the rocks.

As Dinobot, Rattrap and Yang hid behind one rock Rattrap spoke up. "Man your old friends don't miss a beat do they." He said as Yang glared at him.

"Either shut up and transform or get out of here!" Ordered Yang as she activated Ember Celia and Dinobot transformed. Seeing no other choice Rattrap also transformed as well.

"Keep them away from the crystal!" Ordered Optimus as Emerald jumped at him only for Ruby to kick her form the side making her hit a stone pillar instead.

Meanwhile Rattrap was grumbling about the order. "Oh sure give us the dirty work." He said as he saw Scorponok standing on top one of the stone pillars. He then moved from his cover and fired at him, but each shot missed and only startled him. Then Cheetor rolled out from his cover and shot Scorponok right in the chest knocking him off the pillar as he landed head first on the ground.

"Scratch one." Said Cheetor as Tarantulas tried to sneak up on him only to get blasted by Rattrap. Seeing this Cheetor gave Rattrap a thumbs up for the save.

"Flyers incoming." Warned Rhinox as he and Optimus saw Terrorsaur and Wazzpinator flying down in their direction.

"Their mine!" Said Optimus as he took to the air and readied his back missile launchers. Once the two flyers were in his range Optimus opened fire at them, firing a missile at each of them. One shot Hit Wazzpinator taking him out, but the other missed Terrorsaur as he took aim at the rock pile and fired at it.

Everyone saw this and started to run away from the pile to avoid the blast. Unfortunately for Rhinox he was still too close to the rock pill as the shoot landed and got set flying form the explosion and luckily landed on the ground safely, something that couldn't be said for the energon as it started to act up.

Seeing this Megatron was once more upset with Terrorsaur and his actions. "Terrorsaur, you fool! You've released the crystal's energy! It is useless to us now. Back to base, beast mode!" Yelled Megatron as the Predacons all left the area as fast as they could to avoid the blast.

Optimus soon landed on the ground as the others regrouped around him. "Beast mode Maximals, and prepare for energon wave!" Ordered Optimus as they transformed into beast mode and rushed for cover as fast as they could. When they gained cover behind a rock outside the ring the energon wave happened but not in the way their where expecting.

Somehow the safe ring absorbed the energy and concentrated it into a beam that was fired into the air. The beam was so strong it shot into space and ripped a hole through space and time. As this was happening it also released a small wave that hit the Maximals, that did nothing to them, but for some reason Ruby's eye where glowing brightly from it. Then as fast as it happened the beam stopped and the energon crystals in the centre of the safe ring all just shattered like glass.

The Maximals then looked out from their cover and wondered what happened. "Like I said, those stones aren't natural." Said Rhinox as his beliefs about the stones where increased due to what just happened.

"What in the galaxies was that?" Asked Cheetor as he and Yang were clueless as to what just happened.

"Looked kind a like a signal, but to who?" Answered Rhinox as he wondered what the answer was himself.

"Well perhaps will learn the answer, someday." Said Optimus as he was about to order everyone home, but stopped as he saw Ruby still sitting holding her head in pain.

Seeing this Optimus lowered himself to her level. "Ruby are you ok?" He asked her, worried about her health.

Ruby then opened her eyes, shocking Optimus as he saw they were glowing. "Yeah, just a headache is all Optimus." Answered Ruby as Optimus knew he had to figure out what was wrong with her without worrying the others.

Optimus then stood up and offered a hand to Ruby, who took it. "Still we should take you back to base and make sure you're ok. No telling what that wave could have done to you." Said Optimus as he saw her eyes stop glowing, making him wonder what was going on.

"Ok." Said Ruby as they all started to head back to base. Meanwhile Optimus gave Rhinox a look, which Rhinox understood right away and knew what tests he had to run on Ruby.

 **Vale, Patch, Rose/Xio long house**

It had been a day since the battle at the safe ring and things haven't been the same for Ruby since then. She kept getting these random headaches from time to time, and sometimes she would hears this voice in her head, and the most ingesting thing was a dream she had last night. For some reason she dreamt that she was a simple worker at some dock that was then attack. She had gotten shot and was soon fixed up with a better body and then she set out to stop the people that attacked her from doing what they wanted. The weird thing about it was that it felt so real to her like it really happened to her.

Currently she was in her room working on a blue print for a new weapon. But she wasn't really into it as her mind was wondering about, thinking about that dream. She was so into her thoughts she failed to see that Yang entered the room and looked over at what Ruby was doing.

"Is that my upgrade?" Asked Yang as she took the blue print away from Ruby and looked at it.

Ruby was shocked at first, but soon got over it. "No it isn't Yang. I already had it planned out and I'm building it at the Axalon." Answered Ruby as she saw Yang still looking at the blue print with a little bit of confusion.

"That's good, cause this isn't my style." Said Yang as she turned the blue print around and showed it to Ruby. "Who you building this for anyway, Ruby?" Wondered Yang as Ruby looked at the plans.

On the plans was a gun with a large back and was long barrel, and it looked like it could be held with one hand (Think G1 Optimus Prime weapon). The weird thing was that Ruby didn't even remember putting it down on paper and that it felt like it was her weapon of choice for some reason.

Seeing that Yang was waiting for an answer she thought up of something. "Um, just making random weapons is all." She told her hoping that Yang bought it.

Yang thought about for a bit, before shrugging it off. "Ok then, have a good one sis." Said Yang as she gave Ruby the blue print back and let the room.

Ruby then put the blue print on the table and walked over to the window and looked out it. 'What's happening to me?' Thought Ruby as she knew this wasn't normal for a girl her age. 'Maybe I should talk to Optimus, or Rhinox about this.' As Ruby continued her train of thought wondering what would happen next.

Little did she know that something big was about to happen. In space an area started to ripple as what looked like a golden seed flew through space. Its destination Remnant and its objectives were unknown.

 **Vale, Patch, Axalon**

Optimus was currently sitting outside reading a report that Rhinox gave him about Ruby's condition and how it was being affected by her unknown power. The more he read the more confused and worried he got by it.

'It seems that the energon blast somehow jump started Ruby's powers somehow. But without knowing what this power is there is no telling what it could do to her or those around her.' Pondered Optimus as he wondered if he should tell Ruby what they know and see what she knows about it.

It was then he saw a fireball flying through the sky and he thought it was a statis pod. Knowing that Ruby's situation would have to wait for a bit he rushed inside to get Rhinox to find out where the pod was landing. He was hoping that they would get it before Megatron would.

 **Mistral, Darksyde, few minutes before**

Meanwhile at the Darksyde the White Fang were gearing up. They were getting all their Bullheads ready, making sure their guns were loaded, and making sure they had enough ammo. In all it looked like they were getting ready for war.

Standing above them all was Adam as he watched everyone prepare. "It seems that we are nearly ready for Operation wildfire to begin, yesss." Said Megatron as he walked over to Adam in beast mode and watch the men work.

Adam gave him a glance and wondered something. "Why now?" Asked Adam as Megatron looked his way wonder what he meant by that.

"What do you mean?" Contoured Megatron as Adam looked him right in the eyes.

"Why are we moving out now? You told me we needed to prepare before we strike, so I ask again why now?" Asked Adam trying to figure out what Megatron was thinking.

Megatron merely chuckled at what Adam just said. "It true I said we need to prepare before we strike, but this operation has two objectives to it." Answered Megatron as Adam keep his sights trained on Megatron. "The first is to show the power of the White fang, and the second is to take military grade hardware for future operations."

Adam thought about it for a bit, as he took everything he said in. "Will the Predacons be helping us at all?" He asked him as Megatron merely chuckled at the question.

"Of course. We are allies after all." Said Megatron as he then saw a fireball flying through the sky and then turned his attention elsewhere.

"Flyer incoming stasis pod!" Yelled Megatron gaining the attention of those around him wondering what he meant.

"What's a stasis pod?" Wondered Adam as Wazzpinator flew over to Megatron's side.

Megatron simply looked over at Adam before answering him. "A new recruit." Was all Megatron said as he and Wazzpinator made their way to the ground bridge leaving a frustrated Adam behind them.

 **Vale, Patch, Axalon**

Back at the Axalon Rhinox was scanning the object that entered the planet's atmosphere and made a discovery about it. "Wrong profile for a stasis pod, but it isn't a meteor either." Stated Rhinox as he showed the path the object was taking and where it would land on the computer in front of them.

Optimus didn't like hearing this and wondered if someone or something answered the signal form the other day. "Prime, where's it headed?" Asked Optimus knowing they needed to investigate it.

"Right for the safe ring here in Patch." Said Rhinox a little shocked at where it was landing.

Optimus took the information in and made up his mind. "Rhinox get Cheetor and Rattrap on stand-by, while me and Dinobot check out what ever this thing is." He ordered Rhinox as he started to go get Dinobot for the mission.

"What about Ruby and Yang?" Wondered Rhinox as he wanted to know what to do about them.

Optimus stopped for moment and thought about it. "It's late by their standards. Let them sleep and tomorrow we'll bring them up to speed. Anyway I don't want Ruby anywhere near that place, we don't know what it can do to her and I don't want to risk it." Answered Optimus as he continued on his way as Rhinox looked at the screen again wondering what it could be.

 **Vale, Patch, Safe Ring**

As Dinobot and Optimus made their way to the centre of the safe ring they saw that an alien probe had landed in the middle of it, as it just floating in place. "Yes looks like somebody answered that signal, but who?" Wondered Optimus, but he didn't have much time to think about it as he was shoot at and knocked back.

Seeing Optimus get shot at Dinobot looked to see who did it and saw Wazzpinator in robot mode and Megatron in beast mode heading towards him. "Whatever this fascinating device is, we Predacons claim it as our own, yesss." Said Megatron as Dinobot started to growl at the two. "Megatron Terrorize!" Yelled Megatron as he got ready to blast Dinobot.

"Dinobot Maximize!" Yelled Dinobot as he got ready to defend himself from the two. Meanwhile Optimus was trying to get up from the sneak attack that was launched on him, when the alien probe started to glow gaining the attention of everyone in the area. The alien probe started to glow brighter and make a weird noise as everyone wondered what was going to happen. Then the craft blasted an energy wave at them all. The blast weakened them all as a yellow energy ran through their bodies and escaped through their eyes and mouths. As they all fell to the ground the alien probe then fired at Optimus and when it hit him there was nothing left of Optimus.

Seeing this Dinobot could do nothing. "Optimus." Dinobot said weakly as he fell unconscious from the wave.

When Dinobot awoken he was somehow in beast mode and then he saw the rest of the Maximals standing in front of him with worried looks on their faces, except Rattrap who looked more annoyed then anything.

As Dinobot fully awoken he started to panic. "Maximals torture chamber!" Dinobot cried out as he rushed out of the chamber and rushed over Rattrap as the others tried to calm Dinobot down.

"Wow, hey power down your on our side remember?" Said Cheetor trying to calm down Dinobot from doing anything else, as Rattrap got up from the ground.

Dinobot then calm down for a second and remembered that he changed sides. "Affirmative." Said Dinobot as he calmed down enough form the others to get close to again.

"And Maximals don't have torture Chambers." Said Rattrap and he thought of something. "Although, you know I could get behind that idea." Rattrap mostly said to himself and got whacked in the back of the head by Yang for that idea.

"How,… How did I get here?" Asked Dinobot as he tried to organize his thoughts and remember what happened to him.

"We found you dumped in front of the command base hatch, scraped down and alone." Answered Rhinox also wondering how he got there and where Optimus was.

"Dinobot what happened to you two out there?" Asked Ruby as she and everyone else wondered what happened.

Dinobot thought for a moment before he answered. "Optimus Primal was terminated." He told them as he turned away from the group shocking them with what he just said. "An alien probe has landed at the safe ring, it emitted an energy burst during Optimus transformation. He vanished." Continued Dinobot as he told them what happened.

Rhinox then wondered something. "Wait a minute, why was he transforming?" He asked knowing that he had no real reason to transform from a scouting mission.

Dinobot turned around and face them. "Predacon attack! We have no time for further analysis now. We must make another attempt to secure the probe from the Predacons. Rattrap, Yang and Ruby come with me." Said Dinobot as he started to give out order to the others.

Rattrap didn't take to being ordered around by Dinobot. "Whoa, whoa, whoa, wait stand-by here who died and made you prime, scale face?" Rattrap questioned him not wanting to take orders from Dinobot of all people.

"Optimus is certainly scrap, and I as the most powerful of the group shall replace him, after all we have no real second in command here. Anyone who disagrees may challenge me now. Dinobot Maximize!" Explained Dinobot as he got ready to fight. Yang and Rattrap were about to say something, only to be cut off by Rhinox.

"You're wrong Dinobot we do have a second in command." Said Rhinox as Everyone looked at him wondering what he meant. "When Optimus put Ruby in charge of all humans in the Maximals he made her second in command." Finished Rhinox as all eyes fell on Ruby.

Ruby didn't know what to say or do as everyone looked at her. She wanted to say 'I'm no leader', but as soon as she thought it she got a killer headache. It was so bad it forced her to her knees. Ruby didn't even hear he sister call out to her as her world went white.

 **Inside Ruby's head**

When Ruby opened her eyes she saw that she was in a weird metal room. "Ok where am I?" Ruby asked herself as she looked around until she saw two people with her, though some wouldn't count them as people though cause standing in front of her were two robots. One had a red body with blue amour on. He had what looked like a red cap on his back and a two horned helmet. On his chest he had a red face that Ruby recognized as the Autobot symbol. The thing that stood out the most for him was that he had a white beard on his face. Ruby didn't even know that transformers could grow beards.

The other robot Ruby couldn't believe who it was. Standing next to the other Robot was a red, white and blue bot. His chest looked like the front of a truck, and on his shoulders were exhaust pipes. He wore a blue helmet with fins on both sides and his face was grey with no mouth. On his right shoulder was the Autobot symbol. Ruby couldn't believe it, she was somehow seeing Optimus Prime, Optimus Primal ancestor.

Soon she heard the two of them talking. "What is it you wanted to see me about Alpha Trion?" Asked Optimus as Alpha Trion gave Optimus a hard look.

"Optimus this war is still going strong with no end in sight, and I am getting old. It is time for a new leader for the Autobots." Answered Alpha Trion shocking both Optimus and Ruby with what he said.

Quickly recovering from his shock Optimus asked him something. "Then who would lead us then Alpha Trion?" He wondered as Ruby understood where this was going.

"You are Optimus, for now you shall be known as Optimus Prime, leader of the Autobots." Answered Alpha Trion as he brought out an orange sphere that had a hole in the centre with two silver handles on both sides of it from his chest. The ingesting thing about it is that inside the sphere it had a blue glow to it.

"This is the Autobot matrix of leadership, with it you shall lead us." Finished Alpha Trion as Optimus took a step back.

"But, Alpha Trion I'm just a solider not a leader, you should pick someone else." Said Optimus as he felt he wasn't worthy to lead.

"That may be true, but there are many things a leader must be. Such as a wiliness to understand others, the will to put their life on the line for others, and above all else kindness. You have these traits and more Optimus that it why I choose you." Explained Alpha Trion as Optimus was still unsure of himself.

"But what if I make a mistake?" Asked Optimus as Alpha Trion laughed at him.

"We all make mistakes, it's how we learn from them that defines us." Answered Alpha Trion as Ruby was in awe at what he said.

Alpha Trion then put a hand on Optimus shoulder. "But the greatest mistake one can make is not to listen to those around you. For they could be a spring of knowledge that you do not have." Said Alpha Trion as he stepped back from Optimus as Optimus absorbed what Alpha Trion told him.

After considering everything Optimus gave his answer. "Very well old friend I shall lead the Autobots, but I want you to still be with us for your wisdom and guidance." Said Optimus as both Alpha Trion and Ruby smiled at what he said.

"Then take the matrix Optimus Prime and lead us." Said Alpha Trion as he handed the matrix to Optimus who then placed it in his chest for safe keeping. But before anyone else could say anything Ruby saw everything turned white again.

 **Real world, Mistral, Darksyde**

While Ruby was learning of Optimus Prime past and how he became leader, Megatron was waking up from the CR tank at the Darksyde. As he groaned as the lift raised him through the air Tarantulas, Scorponok and Adam watched on as he reached their level.

"Megatron back, Megatron back." Cheered Scorponok as the others watched on.

"You and Wazzpinator were returned to us badly damaged." Spoke Tarantulas as Adam stepped forwarded.

"What happened out there?" Asked Adam wondering what did this to them. It wasn't the Maximal style to do that sort of thing and the men that found them said they saw no one around.

Megatron took a second to recall what happened before he told the others. "Yess, I remember now. Optimus… Optimus Primal…. Terminated!" Said Megatron as the other looked on wondering what was going to happen next.

"Quickly all Predacons are to come with me, we are launching a full scale attack on the Maximal base. Meanwhile Adam you are to take half the White Fang forces here and secure the alien probe. Do not let anything take it!" Order Megatron as the Predacons moved out, but Adam stayed where he was.

Megatron saw this and got annoyed. "Adam did you not understand my orders?!" He questioned as Adam move closer to him.

"I understand attacking the Maximals, but what good will this probe do for us? How do we know it won't blow up in our faces? And what about operation wildfire, we're nearly ready to go are we to abandon it just like that?" Questioned Adam as Megatron looked him right in the eyes with a glare.

"You will follow my orders, who knows what that probe could contain. It could contain the key to ruling this world! If you don't like it then take your forces and leave this base!" Countered Megatron as the two glared at each other, before Adam stepped down.

"Very well, but we are going to have a talk once this is all over." Said Adam as he left, leaving Megatron wondering if he was worth the trouble.

 **Vale, Patch, Axalon**

Back at the Axalon Ruby was coming back to the real world, and saw her sister kneeling right in front of her.

Yang saw that Ruby was awake and made sure she was ok. "Ruby what happened? Are you alright?" Asked Yang worriedly as she made sure her sister was ok.

Ruby was silent for a moment as everything she saw came back to her. "I'm fine Yang, I just…" Trailed off Ruby as she wondered if she should tell the truth or not. Rhinox saw how she was acting and decided it was time to come clean.

"Ruby you need to know something." Started Rhinox gaining everyone attention as he spoke. "For some time now me and Optimus had found a weird energy in your body. We haven't said anything till now because we didn't know what it was, other than its signature was close to that of the Autobot matrix of leadership. We didn't tell you because we didn't know if you knew or not. And we didn't want to worry you. But due to the energy wave from the safe ring the energy inside of you seems to be more active than before" Explained Rhinox as everyone took in what he just told them.

"Is that why I just saw Optimus Prime in like a vision?" Wondered Ruby as everyone was speechless at what she just asked.

Rhinox was the first to recover from it. "If you're seeing Optimus Prime then that might mean that a part of the matrix is in you." Explained Rhinox as he then explained how this could have happened.

"In the end of the war, Optimus released the matrix's energy into the galaxy. A fragment of it must have come here and merged with you somehow." Theorized Rhinox as Dinobot had enough with the theories.

"Enough! We can deal with this latter, but for now we must choose our leader!" Explained Dinobot as he brought everyone back on the right track.

Everyone somewhat agreed with what Dinobot and knew that as important as this was they needed to deal with this first.

Ruby then stood up tall and looked at Dinobot "Your right Dinobot. That's why I need your knowledge on Megatron and try to make a plan to counter him." Said Ruby surprising Dinobot with the tone she used. It wasn't one of worry or anger, it was more a of mutual respect something he wasn't expecting.

It was a moment time that the commutation station activated. "Maximals come in, are you receiving? Maximal command base this is Optimus." Said the disordered voice of Optimus surprising everyone and they moved closer to the station.

Rhinox sat down at the station and replied. "Optimus… Optimus this is Rhinox. Where are you?" Asked Rhinox hoping that his friend and leader was alright where ever he was.

"Hard to say, as near as I can figure I… I have no body. My consciousness is intact, but my physical molecular structure is being stored and scanned inside the alien probe." Replied Optimus as the other wondered how that could have been done.

Ruby then walked up to the mic. "Don't worry Optimus we'll get you out of there." Assured Ruby as she knew that they would get him out, somehow.

"Just beware of a Predacon attack, without me there they might think they have a larger advantage over you. Ruby you're in charge, I know you'll do fine." Stated Optimus as everyone already figured that out on their own.

It was then that the base shook and the alarms went off. "You're right about one thing anyway, we're under Predacon attack." Shouted Cheetor as Megatron and his forces fired at the Axalon.

As they stood there they waited for Ruby orders. "What are your orders Rudy?" Asked Dinobot wondering how she'll deal with the pressure.

Ruby paused for a second before answering him. "If we stay in here we can't do anything. Prepare to attack." Ordered Ruby as the others got ready.

"A frontal attack, pure madness." Stated Dinobot as he knew that plan was dangerous.

"No Ruby's right, we'll be buried in here, let's go." Countered Rhinox as they all headed for the hatch to head out, only for Ruby to stop Rhinox.

"Not you Rhinox. You're the only one here who has the skills to build something to get Optimus out of that probe." Ordered Ruby as she went to join the others, leaving a groaning Rhinox behind.

Outside the Predacons continued to fire at the Axalon, but soon the lift started to lower and the Maximals started to enter the battle. Seeing the lift lower the Predacons focused their attacks at the lift. The attacks created a smoke wall, and when it faded the Maximals charged at the Predacons with everyone, but Dinobot firing at them.

Seeing their foes charging at them Megatron smiled. "Aw they come to face their death face to face." Said Megatron as he then charged at them as well.

Seeing Megatron charging Ruby knew what to do. "Dinobot take care of Megatron!" Ordered Ruby as she saw a feral grin appear on Dinobot face as he followed the order. Dinobot then jumped at Megatron and kicked him right in the chest sending him to the ground. While those two fought the rest of the Maximals charged at the Predacons firing as they did. They soon took cover behind a large rock when the opposing fire got too much for them.

While the others were fighting off the Predacons, Rhinox was inside the base working on a device to save Optimus, but it was slow going. So far he had a hand held base and was adding two antennas on the front of it. "Make a device to extract Physical molecular structure from an alien probe. Man I got to be a miracle worker." Rhinox said to himself as he wielded some parts together as a blast hit the base masking Rhinox loose his grip on the device as it fell to the ground and broke. Seeing this made Rhinox groan as he started working again.

Back outside Dinobot and Megatron were facing off as Megatron simply laughed at Dinobot as he made the 'come here' gesture with his hand. Megatron then charged at Dinobot and swung at his with his left arm, but Dinobot blocked it with his sword. Megatron then swung with his right only to be blocked again by Dinobot's sword. He then switched each arms as he pressed his attack and pushed Dinobot back a bit. But after a few swipes Megatron switched tactics and punched Dinobot in the gut with his T-rex head and then hit Dinobot's sword out of his hands. He then swung with his other arm, but Dinobot ducked under it and started to punch Megatron over and over forcing him back.

While Dinobot was using Megatron as a punching bag the others were pinned down by the Predacons who wouldn't let up on their firing. "We can't do anything here." Cried Rattrap as he tried to return fire, but had to duck fast. Seeing this Ruby got an idea and looked at Cheetor.

"Cheetor switch and bait." Ordered Ruby as Cheetor nodded while the others were confused by what she meant.

Cheetor then started to run away from the group. "Beast Mode!" Cried Cheetor as he changed into beast mode and started to run. Seeing this, the Predacon started to fire at Cheetor but then saw Ruby standing up with crescent rose in scythe mode. She then tossed her weapon into the air as all eyes were on it. While everyone wondered what would happen, Ruby pulled out Cheetor gun and fired on the Pred's. They were so caught off guard by the move that none of them had time to react as Scorponok and Tarantulas were hit and set to the ground. Meanwhile Crescent Rose started to come down, but Cheetor then came running in its direction.

"Cheetor Maximize!" Cried Cheetor as he transformed and jumped through the air and caught Crescent Rose and using his momentum slashed Wazzpinator across the back, who then fell on top of the recovering Scorponok. While this happened Terrorsaur fired upon the Axalon shields. Rattrap then looked over at the console on the lift and didn't like what he saw.

"Oh no! Ruby the shield circuitry is hit, we need to get it back on line or else well lose our shields for good." Warned Rattrap as Ruby looked at the options that were available to her. She saw Dinobot trying to pushing Megatron T-rex head back form crushing his head, that Cheetor was trying to slash Scorponok and Yang was keeping Wazzpinator pinned down.

Making her mind up Ruby looked at Rattrap. "Keep me covered, I'll get the shields." Said Ruby as she disappeared in a flash of rose pedals as Rattrap fired at Terrorsaur who paid him no mind. Terrorsaur saw Ruby rushing for the Axalon and continued to fire at the base. Ruby was able to see the console and knew she had to rush. She saw that Terrorsaur then fired three more blast and put everything she could into her semblance and got to the console and fixed the shields just as the blasts hit the shield.

Seeing this Terrorsaur was mad, but before he could do anything Rattrap hit him from behind as he fell from the sky. Back with Dinobot he and Megatron seemed to be in a stalemate. A stalemate that Dinobot was going to end as his eye glowed. He hit Megatron right in the chest with his laser eyes sending him flying back.

When Megatron landed Tarantulas snuck over to him. "I suggest we withdrawn Megatron. The true prize and reinforcements await us at the safe ring." Advised Tarantulas as Megatron knew he was right.

"Yes, the alien probe. Withdraw at once!" Ordered Megatron as he and his men left the area leaving the Maximals to regroup once they left.

Once everyone was ok and the bots changed into beast mode to prevent a energon build up, they looked at Cheetor and Ruby. "What was that move you two pulled out there?" Asked Rattrap since he never seen anything thing like that.

"It was a combo move me and Cheetor have been working on. Pretty much we switch weapon to confuse our enemy and it worked pretty good." Ruby said proudly as the other saw it was a good move.

Then then headed into the base and saw Rhinox still working on the device. "Rhinox how long till it's ready?" Asked Ruby knowing that time was nearly up.

Rhinox looked up at them before answering. "It's nearly ready, I just need to tweak a few things here and there." He answered as he continued to work.

Ruby nodded at his answer. "Ok work on it as we head to the safe ring, since Megatron retreated that were he mostly likely to go right Dinobot?" Said Ruby wanting his input on the matter.

"That is the most likely place, snice the probe could change the balance of the war. The White Fang are most likely already there since they did not partake in the battle." Answered Dinobot as Rattrap looked over at Ruby.

"So got anything in your matrix to help us." Wondered Rattrap as Ruby thought for a moment.

"I've got nothing, but I have something by the time we get there." Ruby replied as she thought of one more thing. "It that dropship ready yet?" Ruby Wondered as she thought of a plan.

"It can fly, but that's all it can do right now." Answered Cheetor as Ruby tossed that plan out the window and started to think of a new one.

"Ok were still taking it so Rhinox can work and hopefully someone will come up with something." Said Ruby as they all headed for the ship.

 **Vale, Patch, Safe ring**

When they got there they saw the area was crawling with the White Fang. They got lucky that the landed a bit away from the ring and walked over. Currently the Maximals while in beast mode were looking down at the ring and observed what their enemy was doing. From what they saw it looked like the White Fang just made a perimeter around the alien probe and weren't going anywhere near the thing.

As Maximals looked over the situation Cheetor spoked up. "So how do we get close to the probe and get Optimus out?" He wondered since there were so many White Fang members guarding the probe.

"We attack full force and force our way to the probe." Answered Dinobot as he crushed his fist, as Rattrap looked at him like he was crazy.

"No way chopper-face, we're out numbered like five to one. We'll die if we follow your plan." Countered Rattrap as Dinobot growled at him.

As the two were about to fight, Yang broke them up. "Hey I think Ruby getting some inspiration right now." She told them as they followed her gaze to Ruby. Currently Ruby's eyes were glowing as the matrix was showing here something.

 **Inside Ruby's Mind**

Inside Ruby head, Ruby was watching as the Autobot's were being beaten by the Decepticon's. The weird thing this time was she heard no sound this time, like her connection with the Matrix was fading or something.

As she watched she saw that the Decepticon's were distracted by the arrival of dinosaurs. They switch their full attention from the Autobot's to them giving the Autobot's time to recover. She watched on as the dinosaur beat the Decepticon's and forced them to retreat.

Watching this gave Ruby an idea and knew she had the Matrix to thank for it.

 **Real world**

When Ruby came to she saw that the others were looking at her. She then got a smile on her face and looked at Rhinox. "Rhinox would you say that the energon in the safe ring was what kept the grimm out of it?" She asked as Rhinox thought about it.

"I would suppose so. Why do you ask?" Answer Rhinox wondering why Ruby wanted to know that.

"I have a plan." Started Ruby as the other looked at her wondering what it was. "Frist off Cheetor I need you to get that pack of grimm we saw a few miles back and bring them here. When the grimm attack the White Fang we'll attack from a different side distracting them even more. While we're doing that Rhinox will sneak around the probe to the side that clearest and get Optimus out. Any Questions?' Said Ruby as she explained her plan as the others thought about it.

"A two prong attack, would work best in this situation." Complemented Dinobot as the other saw no problems with the plan.

Cheetor then got ready to get the grimm. "Don't kick all the butt until I get back." He said as he rushed off to get grimm.

Meanwhile down at the safe ring many of the White Fang felt uneasy around the probe. Everyone gave it a wide gap in case it started to act up.

It was at that time someone spoke up. "Megatron and his men are here." Yelled a member as Megatron made his way over to Adam.

"Report!" Order Megatron as he stood beside Adam as they both looked at the probe.

Adam gave a quick glance to Megatron before answering. "We've secured the area and made sure no one got close to the probe. So far the probe has done nothing, but the men don't like it and are giving it a wide breath. Megatron we can't even find a way to open it, there are no lines or markings, so how will this thing help us?" Adam told him as even Megatron wasn't sure how it would.

It was then Megatron thought of something. "Tell me where is Cinder at right now?" He asked Adam as he didn't want that girl to get any ideas while all this is going on.

Adam knew where he was coming from and agreed with him. "Roman is taking care of her and her friends while he hits some places in Mistral." Adam told him as he didn't trust her even with a bomb around her neck.

As Megatron nodded his head they were interrupted by a White Fang member. "Adam, Megatron a large pack of Beowolf's is coming this way." He informed them as Adam knew what to do.

"Tell everyone to get inside the safe ring. It's better to save our ammo for when we really need it." Instructed Adam as the men followed his orders.

As the White fang waited for the grimm to past them by, they were shocked when they rushed inside the ring. Acting fast they started to defend themselves as the grimm started to over run their position.

"How'd they get into the ring?! I thought this was a safe place!" Cried one member as a Beowolf slashed him across the chest.

Tarantulas then realized as he fired his machine gun legs what happened. "The energon at the alter powered a defence system against the grimm. Without it this place is just a bunch of rocks now." He told the others at the continued to fire at the grimm.

It was then that the Maximals started their attack on the distracted Predacons and White Fang. They were completely caught off guard and were being pushed back by the two forces.

As this was happening Megatron knew they caused this, but he was under so much pressure he couldn't do anything to change the situation. The only good news was that some of the grimm were attacking the Maximals as well lighting their load.

As this happened Rhinox snuck behind them and hid behind the probe as he got his device ready.

"Optimus can you hear me?" Asked Rhinox hoping that Optimus was still there and would rely to him.

"Loud and clear, big guy." Replied Optimus as it gave Rhinox some hope.

"I'm going to try to extract you." Said Rhinox as he turned on the device and aimed it at the probe. While this was going on Megatron realized what their goal was and ordered Wazzpinator to sneak around to the other side and get whoever was there.

Back with Rhinox the device he made wasn't working and he was getting frustrated. "It's not working." Said Rhinox frustrated unware that Wazzpinator was sneaking up on him.

"This whole area is full of stable energon radiation form the probe. Like this whole place is a single device." Rhinox said to himself as he tried to figure out what to do while the others fought. He knew that the grimm wouldn't last long, but they would weaken their enemies, but for how long was the big question. It was then that Rhinox saw Wazzpinator trying sneak up behind him from the reflection on the probe.

Rhinox waited for him to get closer and then brought out his machine gun and blasted him. Wazzpinator didn't stand a chance as he was forced back by the shots as bits and pieces of himself fell off. When Rhinox stopped Wazzpinator was barely standing and his body was having energon surges. Wazzpinator then hit a stone pillar as he surged causing something weird to happen. Somehow the pillar absorbed Wazzpinator energy causing it and the rest of the pillars to glow. The glow was so bright that it caused the fighting to stop as the others watched on, while the grimm ran away.

"Hey." Started Rhinox as even the ground glowed under them. "This whole place is a single device." He finished as the probe started to fold open as everyone there could see inside. Inside the probe were tools and devices that none of them could even guess as to what they did or what purpose they served. Then the probe fired a blast upwards and when the light died flying there was Optimus Primal in robot mode.

"Looks who's back and feeling prime!" Said Optimus as he fired a barrage at Megatron and his forces with his wrist cannons knocking many of them down including Megatron. The Maximals then regrouped in front of the probe, weapons ready, as they waited form Megatron's move.

"Way to go Optimus. Welcome back." Cheered Cheetor as he welcomed his friend back form where ever he was.

"Yeah good to have you back." Agreed Yang as Megatron started to stand up. Megatron then looked at his forces and saw many of them were hurt. He knew he had to retreat or else he would lose many of his men.

"The day and the probe is yours Optimus. Yess." Said Megatron with venom in his voice as he continued. "Just beware, not all aliens are kind, after all." He finished as he and his force withdraw as they gather the injured.

Once they were gone Optimus then looked down at Ruby. "Ruby you commanded well, in my absence." Complemented Optimus as Ruby looked at him funny.

"Thank you Optimus, but I'm not ready for this sort of thing. And we got to talk about this matrix in me." Said Ruby as Optimus looked over at Rhinox in surprise as he shrugged.

Optimus looked at Ruby as he knew he had to. "Agreed, but I'm more concerned with this probe right now." Replied Optimus as the probe then just vanished form their sight.

Yang walked over to where the probe was and put her hand through the area, but felt nothing. "Did that just happened?" She wondered as no one had an answer for her.

Optimus then spoke up "It did. I suppose they found out everything they needed to know us." He answered as Rhinox agreed with him.

"Yeah, they know we got destructive capabilities and reasoning." Said Rhinox as he looked at where the probe was.

"But why would they want to know about us and not the inhabits of this world? And more importantly, who are they, friends, enemies, or something more?" Pondered Dinobot as everyone thought about what he said.

"Hum, good question. I wonder when well find out the answer." Said Optimus as they all wondered what was in store for them in the future.

 **Well I hoped you enjoyed this chapter. And I would like to state this right now, yes Ruby has fused with the Matrix of leadership, but only a fragment of it. This fragment contains only Optimus Prime's memoires before and during the Great War. I did include a couple of episodes from the G1 series in this, can anyone guess which ones I used.**

 **Anyway I won't use the Matrix a lot like I did in this chapter, but it will still show up here and there. Next I have a question for everyone using the original G1 Autobots characters who would you say would match team RWBY and anyone from Beacon. It could be like Yang and Ironhide or Ozpin and Alpha Trion for an example, you can give reasoning to if you want.**

 **Any way the next chapter will be more RWBY focused, so until next time.**


	8. Welcome to beacon

**Here is the first RWBY focused chapter of my story I hope you enjoy.**

 **Disclaimer: I do not own either Beast wars or RWBY**

Chapter 8 Welcome to beacon

 **Skies above Vale**

It was a beautiful day for the city of Vale as people went about their everyday jobs and activities. And in the sky above them sky busses where flying the news students of Beacon Academy to their new school and home. Inside one of the busses everyone was talking and chatting with each other. Some were showing off while others where meeting new people. All in all everyone seemed to be having a good time, except for Ruby who was sitting alone on a bench as she thought about what Optimus and Rhinox told her recently.

 **Vale, Patch, Axalon, last week**

After everything that had happened with the alien probe had settled down and Optimus was checked out to make sure he was ok, a private meeting between Optimus, Ruby, and Rhinox was to take place in Optimus office. Optimus sat on one side of the desk while Ruby and Rhinox sat on the other.

Ruby had a weird look on her face, it looked like a cross between anger, betrayal, and fear. "How long… how long did you know about this?" She asked as she broke the silence in the room.

Optimus lowered his head as he knew she had every right to feel the way she did. "Since that medical exam we had you and Yang go through a while back." He answered as he looked over at Rhinox to fill in the blanks.

Rhinox got the message and started to explain. "At first we found this weird power inside of you and had no idea what it could be, so we stayed quite about it to keep you safe. As we studied it we found out that the energy signature was close to that of the Autobot matrix of leadership. But we passed it off as a similarity. We had no idea that a fragment of the matrix now resides inside of you Ruby." Rhinox explained as Ruby kept her look as she asked something else.

"Then what caused it to go active like it did?" Wondered Ruby as Rhinox had an answer for her.

"I think that energon might be the key." Rhinox told her as he turned on the screen in Optimus office showing two similar signatures on it. "The one of the right was from your exam, while the one on the left was after the signal beam was sent from the safe ring. As you can see the one of the left is stronger than the right. My best guess is that energon somehow jump started the matrix, the larger the dose the longer it stays on." Finished Rhinox as Ruby started to get scared at what she was hearing.

"Then what will happen if the Matrix stays on all the time will I even be me?" Asked Ruby as she started to panic as she was worried about what could happen to her.

Optimus then stood up and walked over to Ruby and placed a calming hand on her shoulder, as he spoke to her. "Ruby the matrix doesn't take away what you are it just add to it. If it stays on then you will have access to my ancestor memories and tactics. I would even say that you could be the strongest huntress of them all." Reassured Optimus as Ruby calmed down some.

"So I could be the greatest huntress of all time?" Asked Ruby as she like the idea of that. Seeing this Optimus smiled and shook he head.

"In time, but first we need to learn more about what happens when you access the matrix." Said Optimus as he got them back on track.

Ruby thought about it for a bit before answering him. "It's like I'm there watching the memories. And the memories change on the situation I'm in. But other times it's just random." Answered Ruby as she told them what she knew. Optimus looked at Rhinox wondering if he had something to add.

"Ruby for the time being until we learn more try to not use the matrix. We have no idea what the long term effect could be." Warned Rhinox as Ruby agreed with him.

Seeing that thing were dealt with Optimus decided to end the meeting. "If that everything then Ruby I think you should head home and get ready for school." He suggested as he opened the door for her, only to see Cheetor and Yang fall into the room. As the two started get up they looked up and saw Optimus looking down at them.

"Well?" Was all Optimus said as the two of them tried to figure out what to say.

Yang then sighed and answered him. "We were worried about Ruby and wanted to make sure she was ok." She told him as Optimus nodded at the answer.

"Next time you could ask to join in." He told them as they looked away as they stood up. "If there is nothing else then, then Ruby and Yang you two should get ready for school." Said Optimus as the two of them went home.

 **Present**

Ruby was so into her thoughts she failed to see her sister sitting down next to her until she felt a hand on her shoulder. Looking over Ruby saw Yang there with a smile on her face.

"Don't worry Ruby you'll get a hold of your..." Yang paused as she tried to think what to say until she got it. "Special power. And once you do everyone will think you're the bee's knees." Finished Yang as she tried to cheer Ruby up somewhat, but it only made her worry more.

"I don't want to be the bee's knees ok, I don't want to be any kind of knees, I just want to be a normal girl with normal knees ok." Said Ruby as Yang smirked at what she said.

"We kind of gave up normal when we meet our new friends and why aren't you excited?" Wondered Yang as she was thrilled to go to Beacon with her sister, but Ruby just didn't seem to feel the same way.

"Of course I'm excited, it's just, I got moved ahead two years. I don't want people to think I'm special or anything. And then there the whole thing with the matrix and that's freaking me out also." Answered Ruby as hung her head down as Yang then wrapped an arm around her supportively.

"You are special even without the matrix. I see it, dad and uncle Qrow see it, and the guys see it." Reassured Yang making Ruby feel better. They then heard the news playing in the background gaining their attention.

"In current news, military officials are still reeling in from the recent attacks by the White Fang. Somehow the White Fang was able to attack multiple military bases across the globe nearly simultaneously. Damage assessments are still being down, but what the media does know is that the White Fang did make off with military grade hardware and is considered even more dangerous than before." Said the newsman as both Ruby and Yang knew what this really means. With the help of the Predacons the White Fang had gained even more fire power, but the main question was why they haven't done anything with it yet. What are they going to use it all for?

But before the sisters could say anything to each other, a hologram of Glynda replaced the TV. "Hello and welcome to Beacon." Said Glynda as she greeted the new students.

"Who's that?" Wondered Yang as she never seen her before.

"My name is Glynda Goodwitch." Continued Glynda, as she answered Yang's question without knowing it. "You are among a privileged few who have received the honor of being selected to attend this prestigious academy. Our world is experiencing an incredible time of peace and as future huntsman and huntress it is your duty to uphold it. You have demonstrated the courage needed for such a task and now it is out turn to provide you with the knowledge and the training to protect our world." Finished Glynda as her hologram disappeared. Ruby then went to the window with Yang following her as they looked outside.

As the two looked out, Ruby broke the silence. "She's right you know it's our turn to save the world, be it from grimm, thieves or the Pred's." She told her sister shocking her with how mature she sounded right there. And now that she thought about it Ruby was growing up pretty fast ever since she meet the Maximals.

It was then they heard someone sounding sick and looked over in the direction of the sound. Standing there was a boy with messy blond hair. He wore a black hoodie that has reddish-orange sleeves and what looked like an emblem on the front, but was covered by armor that cover his chest. He also had armor on his under arms and he wore brown wrist-length gloves that had the finger tips exposed and had a small metal plate on the back. He wore blue jeans that had a white patch on the left knee. And he wore two belts and attached to one belt on the left side looked like a sword in its sheath.

The boy then turned around looking like he was going to puke as he rushed by the girls to find a trash can. The girls just watched as he rushed by them as they felt a little sorry for him as their ship then docked with a platform nearby the school and students started to walk out of the ship.

When Ruby and Yang got off the boy from before passed them and hurled into a trash can. As the girls walked they stopped when they took in the sight of the school. Sure Yang saw it before, but it was different this time with Ruby with her. As they looked at the school serval people walk by with different weapons with them.

Yang saw this and was confused about something. "Hey sis I'm surprised you didn't go gaga over their weapons." She told her sister since she was a weapon nut and didn't respond to the weapons that just passed them.

Ruby looked over at her with a cheap smile on her face. "Well to be honest they were pretty tame to some of the weapons we've seen recently." She told her sister as she gave a chuckle. Yang then shock her head as she agreed that the transformers weapons were pretty cool.

She then saw some people nearby as they waved at her. "Well sis I'll see you later my friends are here, so I'll see you later." Yang told her as she rushed off to join her other friends as they all went there their own way. But Yang left so fast that she threw Ruby off balance.

As Ruby tried to regain her balance she was asking her sister some questions. "But Yang I've never been here before, where do we go? Where are ours dorms? Do we even have dorms?" She asked unware Yang was long gone, but she then tripped on something and landed on a luggage cart as the case on it went flying.

"What are you doing?" Asked/demanded a voice above Ruby as she looked up and saw the girl from the news report that she saw with Cheetor about the energon.

"Sorry." Said Ruby as she started to get up, but the girl didn't seem happy with the response.

"Sorry?! Do you have any idea of the damage you could have caused?" She asked Ruby as Ruby picked up a case.

"I'm sorry, I tripped and fell so please let me clean this up for you." Ruby told her hoping that it would help smooth things over between them.

Unfortunately for Ruby it didn't help. "Give me that!" She told Ruby as she took the case from her and opened it and brought out a vail. "This is dust, mined and purified from the Schnee quarry." She told her as Ruby as then remembered something.

"Then what do you do about ener… I mean worthless dust?" Ruby asked her as she corrected herself, but the girl caught on.

"What were you going to say? You said something about ener... what is that?" She demanded as she shook the vail at Ruby, and unfortunately for the two of them some of the dust got out and into Ruby's nose. The dust then made Ruby sneeze that somehow erupts into an explosion of flame, snowflakes and electricity around the two of them. The vial then went flying and rolled on the ground until it hit someone's foot.

This person was a young girl with long black hair with amber eyes that are complemented by light purple eye shadow flaring backwards. She was wearing a black buttoned vest with coattails with a white sleeveless undershirt that expose her midriff. She also wore white shorts that have a zipper on each leg. Around her neck she has a detached scarf-like collar. On her feet she wears black low-heeled boots and stockings that start off black at her hips, but gradually fade to purple as they near her shoes. On the outside of her stockings there is an emblem that looks like belladonna flowers. On her arms she wears black ribbons and on her left arm she wears a black detached sleeve that has a silver band near the top. But the thing that stands out the most is that she wears a black bow on the topo of her head and if one looked closely that could see it twitch every once and a while.

The girl then picks up the vail of dust as she stops reading her book and looks over at Ruby and the other girls as the girl gives Ruby an earful.

Ruby then had enough of this and put her foot down. "Well I'm sorry but you were the one waving the dust around. What did you think was going to happen?" She asked her as the other girl got madder at her.

"Well what is a kid like yourself even doing here? This isn't your ordinary combat school. It not just sparring and practice, you know. We're here to fight monsters!" She told Ruby making Ruby madder at her as well.

"I know that, but are you here to fight or are you here to belittle people princess." Ruby shot back as she had enough of this girl.

"It's heiress actually." Said the other girl as the other two looked her way as the girl stopped over by the two of them. "Weiss Schnee heiress to the Schnee dust company, one of the largest producers of energy propellant in the world." The girl informed Ruby.

Hearing this made Weiss smile smugly. "Finally! Some recognition!" Weiss exclaimed, but the girl wasn't done yet.

"The same company infamous for its controversial labor forces and questionable business partners." She finished as Weiss was mad about hearing this. Weiss was so mad she couldn't even say a complete sentence. Seeing this made Ruby giggled a bit as Weiss took her dust back from the girl and left.

Seeing Weiss walk off Ruby called out to her. "I am sorry about what happened. I'll try to make it up to you." She told her as then turns to face the other girl only to see that she was walking off as well. Seeing that she all alone Ruby sat down a held her head in her hand.

Ruby then saw a hand in near her face and looked up and saw the boy from the ship in front of her. "Hey… I'm Jaune." Said Jaune as he introduced himself to Ruby.

Ruby then takes his hand and pulls herself up. "I'm Ruby and weren't you the guy that was throwing up on the ship?" She asked as the two of them started to walk.

As they walked they entered a courtyard as Jaune defended himself. "All I'm saying is that motion sickness is a much more common problem then people let on." He told Ruby as she laughed a little.

"Don't worry at least people aren't calling you 'vomit boy'." Consoled Ruby as Jaune mentally thanked her.

As the two walked in silence Ruby decided to break the ice. "So I got theses." She started as she pulled out Crescent Rose in scythe mode and stabbed it in the ground while she activated one of her Silver thorns with her other hand.

Seeing this Jaune stepped back in surprise. "Whoa! Is that a scythe? And what is that, a dagger?" He asked her as he wasn't sure about Silver thorns.

Ruby just smiled and answered him. "The scythe is also a customizable high-impact sniper rifle. While the dagger is just a super durable retractable dagger." She told him as she deactivated Silver thorns, but he wasn't sure about the gun.

"The scythe is a what?" Jaune asked her not sure what sure what she meant.

Hearing that caused her to just smiled at him. "It's also a gun." She simplified for him.

"Oh that's cool." Jaune said wishing he had something like that.

"So what do you got?" Asked Ruby wondering what type of weapon Jaune has.

Jaune then draws his sword form his hip and shows it to Ruby who smiled at it. He then grabbed the seethe and it transformed into a shield that he held on his left arm.

"Yeah and I've got a shield too!" He told Ruby as she touched the shield.

"So, what do they do?" Ruby asked him, but she had a good idea already what the answer was by looking at them.

"The shield gets smaller, so when I get tired of carrying it, I can just…put it away." Jaune told her as he shrunk the shield and put it away to show her.

Hearing this made Ruby wonder something. "But… wouldn't it weigh the same?" She asked him as Jaune hung his head down.

"Yeah it does." He admitted to her.

"Well, I'm kind of a dork when it comes to weapons, sooo... I guess I did go a little overboard when designing Crescent Rose." Ruby told Jaune while giggling a little.

Hearing this shocked Jaune. "Wait you made that, but what about your other weapon?" Jaune asked surprised.

Hearing his question Ruby rubbed the back of her head. "Well I didn't make Silver thorns." She admitted to him. "But it did make some upgrades to it. What about you, how you get your weapon?" She asked him curious where he got it from.

"It's a hand-me-down. My great-great- grandfather used it to fight in the war." Jaune told her with a little sham in his voice.

"It sounds like it's more of family heirloom to me." Ruby told him wondering why he was using it.

But she then saw how down he was. "Well it's still a great weapon. You should stick with what your good with and expanded from there. That way you can grow at your own rate." Ruby told him as Jaune thought he saw Ruby's eyes glow for a second there while she was talking.

But after hearing that Jaune did feel better. "Thanks for the words of confidence ruby." Jaune said as the two of them started to walk again.

"So where are we going?" Ruby asked Jaune as he looked at her.

"I don't know I was following you. I haven't been here before." Jaune told her as they both stopped. Ruby then looked around and then spotted someone nearby.

Sitting on a nearby bench reading a fashion magazine was a girl with short brown hair wearing black sunglass and a darker brown beret. On the right side of her face her hair was longer that transitions to cameral near the bottom. She was wearing a cocoa-colored shirt with a dark brown waist cincher. She was also was wearing dark brown trousers and a brown belt that had bullets on it that had a gold crosshairs buckle. She also wore a pair of dark brown, high-heeled leather boots with buckles. She also had a number of accessories on. She wore black gloves on her hands and serval necklaces around her neck.

Ruby then walked over to her until she was in front of her. "Um excuse me, do you know where the first years students are to meet?" She asked her hoping she could help them.

The girl then looked up from her magazine and gave ruby a once over. "Aren't you a little young to be here?" She asked Ruby as Ruby gave a weak chuckle.

"I was move ahead two years." She told the girl as the girl closed her magazine and smirked at Ruby.

"Two years is pretty impressive. What's your name?" She asked Ruby wanting to learn more about this girl.

"It Ruby Rose." She told her.

"Well Ruby my name Coco Adel." Said Coco as she introduced herself to Ruby. "The first years are meeting in the Auditorium over there." She told Ruby as she pointed which way to go as Jaune then joined them.

"Thanks Coco. Come on Jaune lets go." Said Ruby as she started to walk away only to stop when she got a headache. Turning back to the others Ruby saw that in place of Coco and Jaune were two different bots. In Coco place was white and black bot. This bot had black legs that went up from the feet to the thighs that where white. The waist was black while the upper body was white with the center of the chest was blue with the Autobot symbol in the center of it. Below the symbol Ruby could make out the front lights of a car with a grill. The arms were black at the hands and upper arms while the forearms where white. The bots head was black with a silver face and a blue visor. On top of its head were two octagonal blocks on each side.

Ruby then looked at Jaune and saw a black and yellow bot. His feet were yellow and the rest of his legs were black. His main body was yellow with the Autobot symbol. His chest looked like the top of a car. His hands and upper arms were black and his forearms were yellow. He had a yellow head with a white face and had blue eyes. And like the other bot he had something on his head, but these were horns.

"You ok Ruby." Asked Jaune as both of them looked at here with some worry.

Ruby shock her head a couple of times clearing it up before answering him. "I'm fine Bumblebee, just a headache is all. And thank you again Jazz for the directions." She told them as both of them looked at her funny.

"You sure you're ok Ruby?" Asked Jazz/ Coco as she never been called Jazz before.

Ruby shock her head once more and the two of them were back to normal. She then realized what happened and tried to think up a cover story. "Yeah it's just nerves. You see I didn't sleep well last night and I guess it's showing." Ruby told them hoping that they would buy it. The two looked at her for a bit before agreeing with her.

Ruby gave a small sigh of relief that they bought it before facing Coco again. "Thanks again Coco for the directions, you're a good team leader. Come on Jaune we don't want to be late." Said Ruby as the two of them left Coco while she was shocked at what Ruby said to here.

"How did she know I was a team leader?" Coco said to herself as she gave a shrug before going back to her magazine. But in the back of her mind she felt that Ruby was going to play a big part in something.

After a bit of Walking Jaune and Ruby made it to the auditorium. As they walked in Yang saw Ruby and called her over. "Ruby over here! I saved you a spot" She yelled over to her sister.

"Oh, I got to go. I'll see you after the ceremony." Ruby told Jaune as she went to join her sister.

Jaune on the other hand wanted her to stop. "Hey wait! Ah, great. Where am I supposed to find another, nice, quirky girl to talk to!?" He said to himself as he went to find a spot unware that a red head girl was watching him.

Over with Ruby and Yang, Yang was wondering how Ruby was doing. "So how's your day going little sister." She asked Ruby and Ruby was ready to tell her.

"You mean since you ditched me and I exploded." Ruby told Yang, but was going to keep the matrix problem she had earlier quite until they could be alone.

Yang hearing this thought something else. "Yikes! Meltdown already?" She wondered curious as to why she could fight alien robots, but have a hard time at school.

"No, I literally exploded a hole in front of the school! And there was some fire, and I think some ice?" Ruby told her annoyed that she thought she was making stuff up.

Yang meanwhile though Ruby was being silly. "Are you being sarcastic?" She asked her sister.

"I wish! I tripped over some girl's luggage, and then she yelled at me, and then I sneezed, and then I exploded, and then she yelled at me again, and then we got into an argument, and I wanted her to stop yelling at me." Ruby told her sister unware that Weiss was behind her.

"You!" Cried Weiss suspiring Ruby so badly as she almost activated Silver thorns, but stopped when she remembered where she was.

"You're Lucky we weren't blown off the side of the cliff." Continued Weiss as she leaned towards Ruby still mad about what happened earlier.

And off to the side Yang was surprised. "Oh my god, you really did explode…" Trailed off Yang not sure what to say.

"I told you before it was an accident and I said I was sorry." Ruby defended herself as Weiss put a pamphlet titled "Dust for dummies and other inadequate individuals" in front of her. "What's this?" She wondered, don't sure what the pamphlet was for.

"The Schnee Dust Company is not responsible for any injuries or damages sustained while operating a Schnee Dust Company product. Although not mandatory, the Schnee Family highly encourages customers to read and familiarize themselves with this easy to follow guide to Dust applications and practices in the field." Weiss told her, but as she went along his voice went higher and faster with each word she said. After she was done Ruby just gave her a blank look.

Seeing her look Weiss just sighed. "You really want to start making things up to me?" She asked Ruby.

"Absolutely." Ruby told her as Weiss gave the pamphlet to her.

"Read this and don't ever speak to me again." Weiss told her as Yang thought it was time to intervene.

"Look, uh, it sounds like you two just got off on the wrong foot. Why don't you start over and try to be friends, okay?" Suggested Yang as she rubbed the back of her head and tried to play peace maker.

Ruby then held up her hand to her sister. "It's ok Yang I can't force someone to like me. If were meant to be friends it will happen on its own, I won't force it." Ruby told her sister as both of them were shocked by how mature she sounded. Yang then saw Ruby's eyes glowing lightly and knew what happened.

Weiss was shocked for a bit but just 'humph' and faced the stage, but her mind was elsewhere. 'Why did her eyes glow like that when she was talking? Was it her semblance, but I've never heard of one like that before?' She wondered as professor Ozpin took the stage and everyone turned their attention his way.

Looking at the stage they saw Ozpin standing there with Glynda standing there with him.

"I'll... keep this brief. You have traveled here today in search of knowledge, to hone your craft and acquire new skills, and when you have finished, you plan to dedicate your life to the protection of the people. But I look amongst you, and all I see is wasted energy, in need of purpose, direction. You assume knowledge will free you of this, but your time at this school will prove that knowledge can only carry you so far. It is up to you to take the first step." Said Ozpin as many of the students were left wondering what he meant.

Ozpin then left the stage as Glynda took the mic. "You will gather in the ballroom tonight. Tomorrow your initiation begins. Be ready. You are dismissed." She told the students as they started to talk amongst themselves.

"He seemed kind of… off." Said Yang not sure what else to say about what Ozpin just said.

"It's almost like he wasn't even there." Ruby added on as the two of them made their way over to the ballroom.

 **Vale, Beacon, Ballroom**

Later that night most of the students were asleep or trying to sleep, but there were still some that were too excited to sleep just yet. Yang and Ruby were two students that weren't ready to sleep just yet. Currently Ruby was wearing a black tank top with a beowolf in a heart-shape, along with long white pants that had pink roses as decoration on it. And on top of her head was a black sleeping mask with triangular eyes on it. Ruby was laying down on her stomach as she had two books in front of her one was so she could write to hear friends back a Patch and the other was for anything weird that happens with the matrix. Since the matrix still scared her a little she deiced to write down anything weird that happened with it.

As she was writing Yang crashed down right next to her wearing an orange tank top that has he emblem on the front along with black boy shorts. "It's like a big slumber party!" Exclaimed Yang as Ruby had an indifferent look on her face.

"I don't think dad would approve of all the boys, though." Ruby told Yang without looking up from her books.

"I know I do!" Said Yang as she purrs and watches the boys, but then stops when she sees Jaune wearing blue onesie and turns her attention to Ruby. "What's with the books?" She asked her sister wondering what she was doing.

"Well on is a letter for the gang back at Signal, I promised to tell them all about Beacon and how things are going. And the other is for…" Paused Ruby as she leaned toward Yang so no one could hear them. "Is for the Matrix." She told her sister.

Hearing this Yang deiced to leave the Matrix alone, but the other thing was fine. "Aw, writing to your friends that so cuuuute." Teased Yang as Ruby threw a pillow at her.

"Shut up! I didn't get to take my friends with me to school! It's weird not knowing anyone here!" Retorted Ruby a little down as Yang then caught on and tried to cheer her up.

"What about Jaune? He's… nice! There you go! Plus one friend! That's a hundred percent increase." Said Yang trying to cheer her sister up.

Ruby wanted to say something about Weiss but didn't know what to say. The matrix took over earlier saying that if they were meant to be friend it would happen, but she wasn't even sure if she could be friends with that girl.

As Ruby thought about it she then saw the girl from earlier sitting against the wall reading a book in a black yukata that had gray and white as a secondary color setup and she was still wearing her bow. "Hey Yang I'll be back." Said Ruby as she got up and went over to the girl.

Once Ruby reached her she decided to introduce herself to her. "Hey there, we meet earlier. My name is Ruby and I wanted to say thanks for your help." She told her as the girl looked up from her book.

"It's ok." She told Ruby as she went back to her book.

Seeing that she needed a little more of a push Ruby pressed on. "Mind if I know your name?" Ruby asked her nicely as the girl could see she was curious.

"Blake." Said the now introduced Blake.

Seeing that she didn't want to talk Ruby was about to walk away when she wounded something. "Well Blake I'm just wondering what your book is about?" She asked Blake surprising that her that Ruby even wanted to know what it was about.

After getting over her little shock Blake saw no harm in it. "It's about a man with two souls, each fighting for control over his body." Black answered her as Ruby felt like she was going through the same thing and could relate.

Ruby then smiled and sat down next to Blake. "I love books. My sister used to read to me every night before bed. Stories of heroes and monsters. They're one of the reasons I want to be a Huntress!" She told Blake who laughed a little hearing this.

"And why is that? Hoping you'll live happily ever after?" She asked Ruby wondering what she'll say.

"Well, I'm hoping we all will. As a girl, I wanted to be just like those heroes in the books... Someone who fought for what was right, and protected people who couldn't protect themselves!" Ruby told her as she then realized that maybe the Matrix influenced her a little in that regard, but it really didn't matter to her.

Hearing this made Blake smile. "That's… very ambitious for a child." Blake started as her smile changed to a frown. "Unfortunately, the real world isn't the same as a fairy tale." She told Ruby, but Ruby wasn't affected by it.

"That's why we're here to make it better." Ruby countered her as Blake thought about her words. But before either could say anything else Yang appeared out of nowhere and bear hugged her sister.

"I leave you alone for a few minutes and you go and make yourself a new friend. I'm so proud of you!" Cried Yang as a few people looked over at the three of them wondering what the noise was about.

Seeing this Ruby pushed Yang off and stood up. "Yang people are trying to sleep." Ruby told Yang, but at that moment Weiss showed up wearing a faded blueish sleeping gown that had short sleeves with white trimmings. It also had her symbol on the upper right chest.

"What in the world is going on over here!? Don't you realize some of us are trying to sleep?" Weiss told them quite angrily as Ruby was about to say something where she felt a familiar headache coming on. As she placed a hand on her head the three girls looked at her wondering what was going on. When Ruby looked at the three of them once more they were replaced with different bots.

In Weiss place stood a blue and grey bot, with yellow and red highlights. The bot's legs were mostly blue up to the under thigh with grey up top and on the front. At the front near the bottom it there was blue. Its main torso was blue with the waist having a silver section on the front. The chest looked like the top of a car with the front having a yellow square that had the Autobot symbol in the middle. Its forearms and hands were grey with a yellow rectangle with some red inside it. The upper arms were silver and for shoulder there where tire wheels. For it head it was in blue box that allow for its head to mode and above the box was two mounted guns. Its head was red with a silver helmet. And finally on its back looked like a pair of wings.

Looking over at Blake she was replaced with a blue and white bot. This bot's lower legs were blue and the upper part being white. It torso was mostly white with the waist being blue. Its main chest looked like the front of a formula-1 race car with the Autobot symbol right in the center with some red above it. Its arms are white with black shoulder and hands. On its shoulders are blue shoulder guards that go down to his elbows. The bots head was white with a blue helmet and next to its head was a shoulder missile launcher.

And finally looking over at Yang, Ruby saw a mostly red bot with some white here and there. Its legs where all red but the feet which where white and looked like tank treads. Its torso was all red but the waist that was mostly red with the center being red with the Autobot symbol. Its arms were red except at the shoulders which were white. And on the back of the arms were more tank treads. Its head was all red except the eye area that was white. This bot didn't even had mouth, just a grill were the mouth should be. The thing that stood out the most for this bot was that it had a cannon on its chest.

After seeing what everyone looked like Ruby spoke to them. "I'm sorry for disturbing you Tracks, I was taking to Mirage when Warpath came over and caused a scene." She told the three of them as they all looked at her like she lost her mind.

"My name is Weiss Schnee, not Tracks you dolt!" Said a rather annoyed Weiss as Blake looked at Ruby.

"Ruby are your eyes glowing?" Blake asked her as Weiss and Yang looked and saw her eyes were glowing slightly.

Seeing this Yang knew what happened. 'The matrix is acting up again. I better get her out of here before anything else happens.' Yang thought as she went over to her sister.

"Sorry girls when Ruby gets tired she makes up names for others." Yang told Blake and Weiss hoping they bought it. "Come on Ruby it's time for bed." She told her sister as the two of them left. Unfortunately for Yang neither one of them bought her story as they looked at each other.

"Then what about her glowing eyes?" Blake asked out loud as Weiss had something to add.

"That's the second time I saw that today, there's something weird with that girl." She told Blake as the two went their ways.

 **Mistral, Darksyde**

Meanwhile at the Darksyde the White Fang were feeling really good about themselves. Not only did they get new weapons and gear, but they showed the world not to mess with them. Everyone was in a good mood, expect for Adam.

Adam was currently walking to his quarters thinking about Megatron. 'At first I thought he was the ally the White Fang needed, but now I wonder if I made a mistake. After what happened with that probe I'm not so sure that staying here is what's right. But it can't tell everyone to move out, they'll never go for it especially with how Megatron has kept his word… so far.' Adam thought as he entered his room only to see Roman inside his room waiting for him.

"Roman what are you doing here!" Demanded Adam as he slowly went for his weapon not trusting the man at all especially since he broke into his room.

Seeing Adam Roman kept a straight face surprising Adam. "You and me got to talk about a problem." He told Adam as he knew what he was talking about.

"Megatron?" Asked Adam, but he already knew he was right.

"Yeah. You saw how he acted with that probe, instead of taking all our force to the Maximals base, he sent most of them to the probe. And it's only a matter of time until he doesn't need us anymore. And I for one don't want to see what will happen to us." Roman told Adam as he agreed with a lot of he said.

"Then what are you suggesting then?" Adam wondered as he knew Roman didn't act without a plan.

Hearing this Roman smiled at him. "Glad you asked, first we could try to take out Megatron, but we know he's too strong for us to take out. So I thought why not make him look useless, like a fool." Roman told him as Adam wondered what he meant by that.

"You're second in command, so say if you were able to do things he was never able to do, then the men will follow you more than him." Continued Roman as Adam didn't like what he just heard.

"What do you mean? My men will follow me!" Snarled Adam as Roman chuckled at him.

"That's not what I heard. I heard that they think Megatron a better leader then you. So if you want them to follow you, you need to up your act." Roman told him before continuing. "Luckily for you I have a plan." As he tossed a newspaper to Adam, who then caught it. Looking at the paper Adam had an idea of his plan, cause on the front page was a picture of the Ruby girl that works with the Maximals with the title 'Youngest to attended Beacon Academy.'

"It's simply really, but we need two groups for it. One group will attack the girl while her guard is down while the other group keeps the Maximals busy. If things work out then the girl won't be a problem anymore and the Maximals dealt a hard blow." Explained Roman as Adam had to admit it was a good plan.

Then Roman realized something important about the plan. "How am I going to get two attack groups?" He wondered as Roman already had an answer.

"I tricked Scorponok into thinking that it was his idea to attack red, so you just need to worry about the Maximals." Roman told him.

Adam thought about it and he liked how Roman planned things out if Scorponok failed then it would be on him, but if he succeeded Roman could claim the credit for the success. And with the other group they just had to keep the Maximals busy.

But there was one thing he wanted to know. "Why are you doing this? What's in it for you?" Questioned Adam as he knew Roman type, they pick whatever side they know they are safe with and stay with them.

"I know what you're thinking I'm picking the side I think I'm safest with. In this case staying close and far away from Megatron is the best option." Roman explained as Adam understood.

"Keep your friends close and your enemies closer." Adam spoke as Roman nodded to him.

"When does Scorponok attack?" Asked Adam so he could get some men and gear ready.

"Some time tomorrow is all I know, that's when she'll be most vulnerable." Roman told him as Adam went to leave the room to prepare, but then stopped.

"If you keep this up I'll keep you on my side, but if I find out you're double-crossing me…" Started Adam as he paused to get Roman's full attention. "Let's just say Scorponok will have had it off easier the first time we meet then you will." He threatened as he left the room as Roman just grinned at the threat and left the room he came in.

 **Vale, Beacon, the next day**

As Ruby woke up from her sleep she remembered her dreams from the last night. She was Optimus and she had to stop Megatron from extinguishing the sun to make energon, and then stop him from drilling to the earth's core and destroying the world.

As she started to get up she was thinking about what she saw. 'Who knew the original Megatron was like that? Willing to blow everything up, or destroy everything just for some power.' She thought as she wondered if the Megatron she was dealing with would go to such lengths. It was then that she heard a lot of chatter and looked over at the source.

Standing there or rather circling around a boy was an orange hair girl with turquoise eyes. She was already dressed wearing a black collared vest that ended at her waist with a symbol of a hammer with a lightning bolt was on the back. Under the vest were two layers of clothing one being red and the other being light-blue. Above the two colors she wore a white sleeveless top that had a tiny heart in the top center. She also had a white detached sleeve on each arm and pink fingerless gloves. She also wore a pink skirt that starts at her waist and ends at her mid thighs. On her feet she wore white and pink shoes with pink lances. She also wears some armor that begins at the middle shoulder and neck and ends by her waist.

Meanwhile the boy she circled had pale pink eyes and long black hair that was in a ponytail that went to his back. In his hair he had a magenta steak on the left side. Like the other girl he was fully dressed. He wore a dark green, diagonally-buttoned, long sleeved tailcoat that has red on the inside, and had black and gold trimming and pink cuffs. He also had light tan pants on with black shoes.

As Ruby was listening to the girl, she almost yelled out 'Shut up blaster!' to her but stopped herself when she realized what she almost said. Not wanting to risk saying anything weird she got up and got dressed.

Later after eating breakfast Ruby was in the locker room getting her gear. As she grabbed her weapons she wondered a few things. 'I got to be ready for anything today. I have no idea what they are going to pull out on us today and there is a chance that the Predacons and White Fang could use this as a chance to attack us. I already talked to Optimus about it and he told me that he and Cheetor were going to head out later and keep watch, but I can't shake this feeling.' She thought as her gut said something was going to happen today. As she put Crescent rose in its place on her back and made sure Silver thorns were ready she felt like something was missing. She then looked in a nearby mirror and saw herself holding the original Optimus Prime gun. She then shook her head and laughed a little bit at the sight. There was no way that was going to work, right? She then started to think about it, but was stopped when her sister came up to her.

"So sis, you ready for today?" Yang asked her as Ruby gave her a nervous look.

"Yeah but I have this bad feeling in my gut something bad going to happen today." Ruby told her as Yang just smirked at it.

"Maybe you just feel that way cause were going to form teams today. Or at least that's what I heard." Yang told her as she saw the worried look on her sister's face.

"Then maybe you and me should be partners then." Ruby told her as Yang knew she was going to say something like that.

'She can find and befriend aliens, but has a hard time getting out of her shell.' Thought Yang as she addressed her sister about it. "Maybe you should be on someone else's team." She told her sister and got a look she wasn't expecting.

Ruby then beckoned her sister to come closer, and not seeing a problem she did so. "Yang we made enemy's and if we have different partners then we could bring them into the beast wars. I don't know about you but I won't do it." She whispered to her sister as Yang never thought about it that way.

As Yang thought about it Ruby looked around the room and saw Weiss taking to green eyed girl who had red hair in a ponytail. She wore light brown amour that cover her chest and stomach leaving her collar bone and arms unguarded. She also wore a red mini skirt with red ankle-length drapery that was wrapped around it. On the skirt there was a small circular bronze plate that was opposite of two pounces that were on her other side. On the plate there was a shield and spear symbol on it. She wore armored boot that went up to her upper thigh. On her neck she wore a large bronze gorget around her neck. On her head she wore bronze circlet that was above her ear and under her bangs. On the head piece there was a pair of small, green, teardrop-shaped emeralds hang from her circlet on thin chains. On her arms she wore drown opera-length gloves. And on the left arm she had a bronze bracer on her upper arm and an arm guard on her lower arm.

As she watch the two talk, she saw Jaune go over and but into the conversation. As she watch she saw Weiss get mad as usual, but the other girl seemed to like the attention she was getting from Jaune. She then saw Jaune get close to Weiss and then soon after the other girl threw a spear at Jaune impaling his sweater to the wall, but otherwise fine.

It was then that the intercom went off. "Would all first year students, please report to Beacon cliff for initiation? Again, all first year students report to beacon cliff immediately." Said Glynda as everyone gather the last of their stuff. As Weiss and the other girl passed Jaune the girl grabbed her spear as she left and said something to Jaune.

Seeing that Jaune needed a hand Ruby went over to him and offered her hand to him. "You ok there Jaune?" She asked him as he grabbed her hand and lifted himself up.

Jaune looked down as he answered her. "Yeah, just another hit to my self-esteem is all." He told her with his head down.

Ruby wanted to say something, but was cut off by her sister. "Come Ruby, Jaune you don't want to be late!" Yelled Yang as the two of them left the room, unware that they were being watched.

Later at the cliff near beacon all the first year students were standing on white squares on the ground as Ozpin with a cup of coffee in his hand and Glynda stood before them. "For years, you have trained to become warriors, and today, your abilities will be evaluated in the Emerald Forest." Ozpin told them as Glynda took over.

"Now, I'm sure many of you have heard rumors about the assignment of "teams." Well, allow us to put an end to your confusion. Each of you will be given teammates... today." She told them as Ruby started to get worried.

'I got to team up with Yang. I can't get anyone else involved in the beast wars.' Ruby thought to herself as she heard Ozpin speaking again.

"These teammates will be with you for the rest of your time here at Beacon. So it is in your best interest to be paired with someone with whom you can work well." He told them as Ruby started to sweat a little. "That being said, the first person you make eye contact with after landing will be your partner for the next four years." He continued as Ruby really need to make sure Yang was her partner.

Ozpin then continued on. "After you've partnered up, make your way to the northern end of the forest. You will meet opposition along the way. Do not hesitate to destroy everything in your path... or you will die." He told them as Ruby heard Jaune laugh nervously.

"You will be monitored and graded through the duration of your initiation, but our instructors will not intervene. You will find an abandoned temple at the end of the path containing several relics. Each pair must choose one and return to the top of the cliff. You will guard that item, as well as your standing, and grade you appropriately. Are there any questions?" Said Ozpin as he finished explaining everything they needed to know to them.

After hearing that Rudy worried about Optimus and Cheetor. 'Optimus told me that they would keep an eye out for us, but are they already here or heading here right now? And if so how will they avoid the cameras in the forest?" Worried Ruby as she felt her platform move and she was launched into the air.

Little did anyone know Terrorsaur was in the air above them watching as Rudy and Yang where launch into the forest. He then grinned and turned on his communicator. "Terrorsaur to Scorponok the two are now separated and alone. The perfect time to take them out once and for all." He told Scorponok as he flew towards the forest where the rest of the Predacons were waiting for the girls.

 **Well the intuition has started and the Predacons are on the move. Will Ruby and Yang be alright or will the Predacons finish them off.**

 **I hope you enjoyed this chapter and for those wondering why I pick each bot like I did it cause skills and personality. For Weiss she think very highly of herself like Track does, but both are willing to get their hands dirty if they have to. For Blake both she and Mirage can disappear whenever they want. For Yang she and Warpath are heavy hitters and enjoy a good fight. I would like to thank a guess review for that one. For Coco she and Jazz are the trendy ones, but are both good leaders in their own rights and aren't afraid to jump into the heat of battle. And for Jaune he and Bumblebee are both people who want to help out in any way they can and in my option are those loveable charters you can't hate for long and can steal people's hearts.**

 **Well until next time.**


	9. The emerald forest

**Well here's the next chapter please enjoy. I would also like to thank** **Dream Dragoness** **for being my beat reader.**

'Talking'

' _ **Radio talk'**_

' _Thinking'_

 **Disclaimer: I do not own either Beast wars or RWBY**

 **Chapter 9**

 **The Emerald Forest**

 **Axalon**

As Ruby and Yang were undergoing their initiation test at Beacon, the Maximals were doing their own things back at the base. Rattrap was on sentry duty, making sure nothing popped up on them be it a stasis pod, an enemy attack, or anything else. Rhinox and Cheetor were at a safe ring in Vale somewhere, seeing how similar it was to the one on Patch. Dinobot was in the control room, looking over weapon blueprints that Ruby gave him. And Optimus was using this chance to enjoy the quiet and catch up on his reading.

As Rattrap watched the screen, he turned around and looked at Dinobot, who had a grin on his face.

"What you looking at, Chopper-Face?" Rattrap asked, wondering what the ex-Predacon was looking at.

Hearing the question, Dinobot looked over to Rattrap, trying to hide his interest.

"If you must know, Ruby gave me some of her blueprints for weapons she designed. Some of them are quite interesting."

As he told Rattrap this, he looked at design for a shield that doubled as a missile launcher. He might ask her to upgrade his own shield in such a manner.

"What? You not happy with your gear or something?" Rattrap asked as he left his post and looked at some of the designs Ruby made that were scattered on the table.

Dinobot just scowled at the rat Maximal. "No. But a warrior can never have too many weapons."

But before either could say anything else, the lift activated and Rhinox and Cheetor entered the base. Rhinox saw the two of them became curious.

"What are you two doing?"

Dinobot answered the rhino Maximal, shifting his gaze from Rattrap and the blueprints once again.

"I am looking at weapon blue prints that Ruby made, while the rat is being annoying."

Rattrap glared at Dinobot over the remark. But before the two could go at it Optimus entered the room. The gorilla Maximal took immediate notice at the two recently-returned Maximals and greeted them.

"Oh! Good to see you and Cheetor back, Rhinox. What did you learn out there?"

Rhinox proceeded to give Optimus an explanation on what he and Cheetor found.

"From what we found the safe ring in Vale, it is just like the one we found on Patch. It uses the same type of rocks and formations with an energon source in the center."

Hearing this, a thought crossed Optimus' mind. He voiced his thought to his crew.

"Do you think we could call the aliens again?"

Rattrap gave Optimus a look of disbelief, as if his leader had gone mad or something.

"For booting up cold, have you lost your mind?!"

Optimus shook his head at Rattrap's accusation. Still, Dinobot and Cheetor were beginning to wonder the same thing but said nothing. Only Rattrap could voice his mind so loudly.

"No, but we have many questions about this world, its people, even the Grimm. Whoever built the safe rings, they might be the only ones to give us the answers we need."

It was a thought that ran through everyone's processors. But none of them were too keen on the idea. Especially if there was a slight chance the safe rings were created by Decepticons during the Great War long ago.

After some silence, Cheetor choose to speak up.

"Optimus, we nearly lost you last time. What if next time, whoever the aliens takes won't give them back?"

Despite his own thoughts, Optimus understood the second-youngest Maximal's concern. It was then that Dinobot gave a rare grin as he gestured to Rattrap. He voiced a thought that he wouldn't mind come true.

"Then perhaps we should have the rodent do it then."

Rattrap jolted from his seat in indignity.

"HEY!"

Despite Rattrap's protest, the others got a chuckle out of it. After the laughter died down, Optimus continued to address the crew on the theory.

"Very well. If you all feel that the idea of contacting the aliens is too dangerous, then I accept it and will hold back on it."

"While it's true that it's a dangerous idea, we must note that the Predacons might attack us while doing it." Dinobot reminded everyone, not that it was needed.

"Noted." Optimus told him, remembering the Predacons as well. He then turned to Cheetor and spoke.

"Come on Cheetor. Ruby voiced her concern about a possible Pred attack today. So were going keeping an eye out for her."

But before the gorilla and the cheetah could move, Rattrap's console sounded an alarm. Hearing it, Rattrap went over to the console and looked at what was on it.

"Hey, boss monkey! You don't need to worry about the Predacons attacking Ruby. Because they're attacking us!"

The base shock from a blast fired at them. Rattrap brought up the outside camera, showing them at least twelve White Fang soldiers and one giant mech attacking the base. Acting fast Optimus gave his orders.

"Rattrap! Activate the auto-guns while the rest of us head out! Dinobot! I know you've been studying the weapons on this planet! What is that thing out there?"

Dinobot looked to the image of the mech and went over his memory until he found a match.

"I believe that is an Atlesian Paladin-290. A new weapon the Atlas military has been working on. But from what I gathered, it shouldn't be ready yet."

Hearing this, Optimus developed a feeling the Pred's had a hand in its acquisition.

"Prime!" cursed Optimus as he looked at the Paladin again as he gave his crew their orders. "Cheetor, Dinobot, Rattrap, Rhinox! You four take care of the White Fang. I'll take care of the Paladin."

Heeding the gorilla's orders, the Maximals headed to the lift to engage in battle. As they went out Rattrap looked at the Paladin before muttering something to himself.

"Us? Against that thing?! We're all going to die."

He activated the auto-guns and went to join the others.

 **Vale: The Emerald Forest**

Meanwhile, back at Emerald Forest, the first-year students were flying through the air as many of them were using their personal landing strategies to land safely. As Ruby flew through the air, she saw a bird in front of her and, unfortunately for her, she couldn't stop and crashed through it.

"Birdie! No!"

Ruby then used her landing strategy of shooting _Crescent Rose_ to slow herself down, then using its scythe-mode to catch a tree branch and slow herself enough to land on the ground. Once on the ground, she rushed forward in search for her sister.

" _Gotta find Yang. Gotta find Yang! Gotta find Yang! I need to be her partner so no one else gets involved in the Beast Wars! If more people get involved, then I don't know how I can live with myself. It's hard enough knowing both me and Yang are involved. But to involve a stranger in it..."_

As Ruby thought about this, she came to a stop when she saw Weiss turning around. They stared at each other for a moment before Weiss started to walk away. At first Ruby was annoyed that she walked from her. But then thought it was for the best. But as she began to walk on, Weiss came back, grabbed her by her hood, and started to drag her.

" _Crap! Why did it have to be_ _Weiss_ _of all people! I bet Jaune or Blake would be fine. At least I can get along with them. But Weiss?!"_

The two walked in silence for a while; Ruby not sure what to say, Weiss being more concerned with finding the temple. It wasn't long before the silence became aggravating to Ruby and decided to take a chance to speak with the Ice Queen of Beacon.

" _Well, I guess if there is no choice. If Weiss and I are going to be on the same team, then maybe she_ _should_ _know about the Beast Wars. I mean, her family owns the largest Dust empire in the world! And there's the energon deposits all over Remnant…"_

"Weiss, can I ask you something?"

And hearing the tone in her voice, Weiss stopped and looked at her before huffing her response.

"What?"

Ruby paused for a minute as she thought on how to ask her question.

"What would you do if say…you had to work with a person who was involved in a big fight that could happen at any time, at any place? Would you still want to work with that person?"

Weiss had no idea what she meant by it.

"What are you talking about?" Weiss asked her, wondering why the child in front of her asked such a strange question.

But before Ruby could answer she heard a familiar buzzing noise. Hearing this, Ruby froze and, unfortunately for her, it was enough time for Wazzpinator to show up as he flew down through the trees. Seeing Wazzpinator, Weiss gave a scream.

"What is that thing?!" She cried and brought out _Myrtenaster_ , a rapier that has mutli-dust actions.

Weiss then felt Ruby put a hand on her shoulder. The heiress looked over to the girl and was surprised when saw such a serious look on Ruby's face.

"We need to leave now!"

But before they could run, a large scorpion jumped from behind a tree and landed in front of them.

"You're not going anywhere! Scorponok, Terrorize!"

As Scorponok transformed into his Cybertronian form, Weiss' eyes widened. No matter how many times she replayed the memory in her head, couldn't believe what she just saw.

"Wazzpinator, Terrorize!" Wazzpinator called out as he transformed and began to fire at the two girls.

Meanwhile, Weiss was so shocked at what she just saw that she didn't see the Predacons readying their weapons. But then everything went blurry as Ruby carried her away with her semblance. When they stopped, Ruby made sure Weiss was ok before slapping her. The shock of the slap snapped Weiss out of it.

"What are you doing!?" Glared Weiss as she held her cheek.

But despite the sting on her cheek, she was more shocked at the look on Ruby face. It was serious and filled with anger and worry.

"I was going to ask you the same thing! Why did you freeze up back there!?"

Weiss immediately became annoyed at Ruby's protest. Even more so at the red-cloaked girl's manners toward her and the situation they had just escaped from.

"Well, who wouldn't when they see something like that?!" Weiss countered.

Realizing this was getting them nowhere, Ruby sighed.

"I'm sorry about that. But right now, I'm being hunted. And with you near me, you're now a target, too."

Weiss kept silent as Ruby continued, hoping to get an idea on what was happening.

"I know you have a lot of questions. But let me warn my sister first. Then I'll tell you what you need to know in order to get out of this."

As Ruby finished, she prayed on the inside that it would be enough to keep the Schnee heiress sated. Weiss thought about it for a moment and figured that since Ruby knew more about this, she'll follow her lead. After all, this test had turned into a matter of survival.

"Fine. But make it fast."

Ruby nodded and touched the Maximal symbol on her belt.

 **Yang's location: a few minutes earlier…**

After Yang landed, she slowly wandered the forest in search of her sister.

"Hello!"

She continued to walk through the forest and failed to see a blur move by her.

"Hello" Yelled Yang once more. "Is anyone out there?"

She then heard some leaves shuffling behind her, causing her to wonder what it was.

"Is someone there?" She asked, hoping they would reply and not be a Predacon or something like that.

She went to the bush that was making the noise and pulled it apart to see what it was.

"Ruby is that you?" She asked, hoping it was her

Unfortunately for her, it was two Ursa charging at her.

"Nope."

Seeing this, Yang jumped out of the way and activated her _Ember Celica_ as she stood up. Then, one of the Ursa jumped at her. But Yang punched it in the stomach and sent it backwards. Meanwhile, the other Ursa charged at Yang, but she punched it in the jaw, sending up a bit, then roundhouse-kicked it. Seeing that she had thing under control, Yang decided to ask them something as more of a joke.

"You guys wouldn't happen to have seen a girl in a red hood, would you?"

Like any Grimm, the Ursa growled in response. Yang gave a slight frown as the Ursa charged again

"You could have said 'no'."

The Ursa closest to Yang charged and swung its paws at her. But Yang was too fast for it and somersaulted away from it.

"Geez. You two couldn't hit the broad side of a ba..."

But Yang's taunt froze when she saw a single strand of her hair fall in front of her. If there was one thing about Yang you **shouldn't** do, it's cut her hair in battle.

"You..." Started Yang as the Ursa looked at each other, confused. "You monsters!"

Yang let out an angered cry as fire exploded around her and charged at one of them. She sent serval shotgun punches to it before starting a barrage of punches. When she was done, the Ursa went flying through serval trees. Meanwhile, the other one was about to attack her from behind when someone dealt with it already. When the Ursa went down, Blake was standing behind it as she pulled her weapon from the beast's back.

"I could have taken him." Yang told her, jokingly.

Blake had a sly smirk on her face.

It was then that Yang's Maximal communicator went off.

" _ **Yang come in!"**_ Ruby's voice called over the channel as the sound surprised Blake and Yang.

Yang knew Ruby wouldn't use it unless there was trouble. She pulled out her communicator from her pocket and spoke into it.

"I'm here, Sis. What's going on?"

Blake gave Yang a confused look as Ruby spoke through.

" _ **Yang! We've got Predacons here! I've already ran into Scorpinok and Wazzpinator."**_

Yang's eye went wide as she heard this. She temporarily forgot about Blake as she spoke into the communicator.

"Ok, Ruby. What's the plan?"

" _ **We've got to meet up, so we'll meet at the temple. Yang? Do you have a partner yet?"**_

Yang looked to Blake for a second before responding. She knew that one way or another, the teams she and Ruby would be on would _have_ to know about the Beast Wars.

"Yeah. It's Blake."

" _ **Tell her everything she needs to know, Yang. I know it's not ideal, but it needs to be done. Also, the other Predacons might be here. So be careful."**_

Then, the channel went dead.

Hearing this Yang looked at Blake, who was quiet the whole time. Yang was about to say something when she heard an all too familiar laugh. Looking up, Yang and Blake saw Tarantulas crawling out from the top a tree, laughing.

"You better listen to her. Because now you're in trouble! Tarantulas Terrorize!"

As Tarantulas transformed, he landed on the ground and was about to attack when he was shot at. Looking over, Yang saw that Blake had her weapon ready and pointing toward Tarantulas. The barrel of her weapon, _Gambol Shroud's,_ was smoking from firing the Dust bullet. Blake gave Yang a side glace before speaking.

"I'm guessing that's a Predacon?" She asked.

Yang nodded as Tarantulas got up and glared at Blake.

"I don't know who you are, but you'll pay for that."

But before Tarantulas could do anything, Yang came up and punched him into a tree. The blow was so strong that the tree fell down forward toward Tarantulas.

Seeing this Tarantulas gaped.

"Oh no!"

The tree fell on top of him pinning him under it. Seeing that he was down for now, Yang looked over at Blake as she put her weapon away for the time being. Blake kept a calm stare on Yang as the latter knew she had to tell the former the truth.

"So…you want the long version or the short version?" She asked as they made their way to the temple.

If the two of them waited a few more seconds, they would have seen Terrorsaur in robot mode land next to the tree that landed on Tarantulas and push it off him. Seeing that he was now free, Tarantulas got up with a glare on his face as he said something.

"I really hate that girl, now."

 **With Ruby and Weiss…**

Ruby had just finished explaining everything to Weiss, who was having a hard time processing everything, as they kept walking toward the direction of the temple. Weiss then went over the things Ruby listed as she kept count with her finger. Ruby nodded with each response.

"So, what you're saying is that two alien robot factions are now on Remnant and are fighting against each other. Worthless Dust is called "Energon," a powerful source of fuel that can power just about anything. And you and your sister are part of one side called the Maximals."

Weiss then stopped and gave Ruby a blank stare before she said any more.

"If I didn't see those…. things earlier, I would have said you were crazy. But now I believe you."

While Ruby was glad that Weiss believed her, she still felt guilty for getting Weiss into this mess. Ruby then spoke as her tone told Weiss that Ruby was upset.

"Weiss. I'm sorry that I got you involved in the Beast Wars. It was my goal to keep people out of it the best I could. But as you can see, that didn't happen."

Ruby held her head down in shame. Weiss didn't know what to say to her after hearing that.

Weiss then broke the silence.

"If you want to make it up to me, then make sure we make it out of this."

Ruby raised her head, hearing that. Ruby then shook her head, clearing her thoughts and nodded.

"Your right. Now let's see where our reinforcements are."

She activated her communicator again. This time, on Optimus Primal's frequency.

"Ruby to Optimus. Ruby to Optimus."

 **At the Axalon…**

Currently, Optimus was in the air and firing his shotgun at the paladin when he heard the call.

"Optimus here, what's wrong Ruby?" He asked as he dodge fire from the mech.

" _ **Optimus I'm in the Emerald Forest and it's crawling with Predacons. Where are you and the others at?"**_ Ruby asked him as she heard fire in the background.

Hearing this didn't make things easier for Optimus. He did a quick look around him to see how the other Maximals were doing. Cheetor and Rattrap were pinned behind some rocks, Rhinox was holding off several White Fang members with his machine guns, and Dinobot was in a sword fight with their leader. "Adam" he thought his name was.

"Sorry, Ruby. But were all busy right now. We're under attack as well. You and Yang are on your own for now." He told her as he dodged a punch from the mech, as he tried to slash it.

Hearing this made Ruby worry, but she knew that there was nothing she could do at the moment.

" _ **Ok. Be careful and if I don't contact you within three hour, it means…."**_

She trailed off as they all knew what it meant.

Optimus fired his missiles at the Paladin, taking an arm off the mech when he heard that. He was really hating the situation they were in, knowing that while the sisters may be strong, they couldn't handle the Predacons alone.

"I understand. I'll send help when I can."

As he ended the talk, Optimus refocused on the mech in front of him with a new fire in his eyes as he fired everything he had at it.

 **In the Emerald Forest…**

Hearing the channel end, Ruby looked at Weiss with a grim look on her face.

"We're on our own, for now. So let's get to the temple and regroup."

Weiss agreed with her as the two rushed to find the temple, encountering little to no Grimm resistance on the way.

When the two of them finally reached the temple, they saw both Yang and Blake waiting for them. As the four regroup, Ruby took charge she gave the other two girls a quick glance over.

"Are you two ok?"

Yang held her sister's shoulders, letting her know they were alright.

"We're fine. We had a quick run in with Tarantulas, but we took care of him easily enough."

Blake nodded to further Yang's claim. Ruby then did a quick count on the Predacons that were presently in the forest.

"Well, we saw Scorponok and Wazzpinator. And if you saw Tarantulas, that just leave Terrorsaur and Megatron unaccounted for."

"What if they're attacking in teams?" Wondered Blake as she was surprisingly calm about everything.

Ruby thought about it and knew the most likely answer.

"No. Megatron's ego wouldn't allow himself to let someone else finish us off. And after the power play Terrorsaur just did, Megatron wouldn't leave him alone."

Weiss then remembered something and spoke to the three of them.

"In case your all forgot, we're still being tested. And the longer we wait, the worst it could be for us."

Remembering the test, Ruby spoke up once again.

"Weiss is right. We should focus on the test right now and worry about the Predacons latter."

Seeing the three girls looks of disbelief, Ruby explained further.

"If we finish the test, then we can be with the others at Beacon. And hopefully, the Predacon won't attack us there. After all, they have been quiet for some time now and haven't made any big moves in public. So it's our best bet."

The others thought about it and agreed. The two pairs proceeded into the temple and saw that the artifacts were chess pieces. And without realizing it, the both teams grabbed the white knight pieces. Seeing that they got what they came for, Ruby turned to face the girls.

"Ok. We got what we needed. We'll go through the forest as fast as we can so the fliers can't see us from the skies. We have no idea if reinforcements from the Maximals will come, so we're on our own. We'll have to count on each other and help each other out the best we can."

Ruby then threw her fist in the air like a warrior giving out a war cry.

"So let's transform and roll out!"

The girls were inspired at first. But when she said her last line, it confused them.

"What's that supposed to mean, you dolt?" Questioned Weiss as the other shared similar looks on their faces about what she said.

Ruby then realized what she said and blushed.

"Sorry. Took someone else's catchphrase. Let's go."

Ruby then rushed into the forest with the others following behind her. If they waited a bit longer they would have seen the girl with orange hair coming riding in on an Ursa and Jaune flying through the air.

As the four of them ran, Weiss matched her pace to Yang and spoke to the blonde.

"I'm curious about something. How can she such a good leader if she so young? And the truth this time."

Yang wondered if she should tell her or not before finally coming up with an answer.

"If I told you the truth right now, you would stop and right now we don't need that. When we get through this, I'll tell you."

Remembering their predicament, Weiss reluctantly agreed with her.

They reached the middle of a clearing when a missile landed in front of them, causing them all to stop. They heard a buzzing sound and saw Wazzpinator flying toward them as he stopped in front of them. They then heard footsteps to their sides and saw Scorpinok on their left and Tarantulas on their right. And finally, they heard jets from above and saw Terrorsaur fly in behind them.

Seeing this the girls formed a mini circle as they got their weapons ready. Ruby got _Crescent Rose_ ready while Yang activated _Ember Celica_ , Weiss drew _Myrtenaster_ and Blake brought out _Gambol Shroud_ and put it into it clever and sword form.

Scorponok then started to laugh as he pointed a pincher at the girls.

"It's over for you two and your friends. Just make it easy on yourselves and go down easy."

The girls glared at him as Ruby whispered to her team.

"Yang. Take Tarantulas. You have the most experience with him. Blake, take Wazzpinator, he's the flying bug. You should have no problem with him. Weiss, take Scorpinok. He only uses missiles that he fires from his pincers. I'll take Terrorsaur."

Then Ruby disappeared in a flash of rose pedals as they then heard Terrorsaur screaming. Looking at him, both Predacons and Huntresses saw that Ruby had both of her _Silver Thorns_ in his back as Terrorsaur screamed in pain. Terrorsaur then started to fly up, causing Ruby to let go of him. But the damage was done as he now had two holes in his back that were leaking energon. Even with internal repairs working, he was in real bad shape. He then turned to face Ruby with his shoulder cannons ready, only to be hit in the chest with _Crescent Rose_ in sniper-mode.

Meanwhile, Yang was giving Tarantulas a beating with a shotgun punch after shotgun punch. Tarantulas then had enough and fired his machine gun legs to get her off him, which worked. He then drew his gun and fired at her and with no time to react, Yang crossed her arms and took the hit as it sent her back with some damage to _Ember Celica_. Looking at her opponent, Yang's eyes turned red and she rushed him. Tarantulas was caught off guard with such a reckless move and before he knew it, Yang punched him with enough force to send him flying into another tree, causing this one fell on him as well. Tarantulas could look up in horror as another tree pinned him once more. Seeing that Tarantulas was done for, Yang's eye reverted to their normal coloring and she looked at her work.

Blake was having a rather easy time with Wazzpinator like Ruby told her. Every time Wazzpinator tried to shoot her, she used her semblance and avoided each shot. And each time, Wazzpinator wondered what happened. Soon, Blake was close enough and used her cleaver on Wazzpinator, cutting the arm that held his gun off. She then turned her sword into a gun and fired into Wazzpinator face. With no warning, Wazzpinator head fell of his body. Blake looked on in fear as she never killed anyone before, but relaxed a little when she heard him speak.

"Wazzpinator has a terrible headache."

After hearing that Blake let out a sigh of relief.

Weiss, meanwhile, was dodging all the shots that Scorponok was firing at her. After dodging another missile, several white glyphs appeared around her. Scorpinok wondered what they were until each one fired icicles at him. With no time to dodge them, each one struck him as one jammed the rocket launcher on his right arm. Seeing this, he went to pull it out, but in doing so left him wide open. A black glyph appeared under Weiss as she then rushed at him with impressive speed. Weiss slashed him serval times and with one last thrust sent him to the ground.

Seeing that it was over, Weiss started to walk away, unaware that Scorponok got back up and aimed his left launcher at her.

"Die!" He screamed at her as he fired.

Time seemed to slow down for Weiss as she saw the missile coming towards her. Then, out of nowhere, she felt someone pushing her out of the way. She then heard the missile hit whoever pushed her out of the way. When time went back to normal for her, she saw Ruby on the ground, holding her stomach in pain. Weiss then saw red liquid coming from Ruby's fingers.

Blood.

Weiss just shut down for a moment at seeing this.

" _I was nothing but mean to her since I meet her. She could have let me take the shot, but she pushed me out of the way and took it herself_."

Seeing Ruby's position, Yang and Blake both saw this rushed over to Ruby's side. While they checked up on Ruby, Scorponok couldn't believe his luck. He was aiming for that white-haired girl, but Ruby jumped in front of the shot and took it. They came to end Ruby and now it looked like the Allspark was glowing down on him.

"Now to finish the job." Scorponok said to himself as he took aim at Ruby once more and fired.

This time, nothing got in the way of his shot and it exploded on contact. As the dust flew in the air, Scorponok felt good about himself. He indulged in the thought of the praise he would get from Megatron. But when the dust cleared, he couldn't believe his optics. There in front of the girls was a white glyph from earlier with the white-haired girl pointing her weapon in front of it.

"What!?" Cried out Scorponok as he couldn't believe that he missed.

Meanwhile, Yang and Blake checked Ruby's injury and it didn't look good for her. Her aura took most of the blow, but it still broke skin and left her with a big chuck of her stomach bleeding.

"Yang! She need medical attention now!" Blake told her companion as Weiss kept the shield up. But Weiss knew it was her fault because she underestimated Scorponok. Then, Ruby did something no one expected: she started to get up.

Blake tried to push her down, but Ruby pushed on.

"Ruby! You shouldn't move." Blake tried to reason with her, but Ruby kept moving until she was standing.

The silver-eyed girl then glared at Scorponok, who didn't seem fazed at all.

Ruby then walked forward, almost tripping a few times, but was able to walk past Weiss's shield. As she looked at Scorponok, Ruby couldn't contain her hate and anger for him anymore. This was a time for new students to enter Beacon and he turned it into a hunting ground. As she thought more about it, she felt something build up inside of her.

When she felt it was ready, she let him have it.

"Scorponok! Begone!" Yelled Ruby as a white energy surged from her.

It was so bright that everyone had to cover their eyes. When the light died down, everyone, even the Predacons, were shocked to see the state Scorponok was in.

Lying on the ground was Scorponok, but his body was twisted and turned and bent in ways no Cybertronian should be able to bend. He was in so much pain that he went into stasis lock to deal with it. The other Predacons that were still active back away from Ruby as Terrorsaur said the smartest thing he's ever said since coming to this world.

"Retreat!"

As Terrorsaur cried, he shot at the tree that was pinning Tarantulas before quickly grabbing Scorponok. He had to show this to Megatron. Tarantulas changed into beast mode and ran while Wazzpinator put his head back on, grabbed his arm and flew away as fast as he could.

The girls witnessed the Predacons' retreat and didn't care as they rushed over to Ruby, who was just barely standing. By the time they reached her, her legs gave out and she collapsed on the ground. As they checked her, they saw her wound was closed for now. But they knew they needed to get her help and fast. It was then they heard the sound of jets and without saying anything the girls formed a circle around Ruby. Blake was the first to see where the sound was coming from. She pointed in the sky as they saw a figure coming their way.

"There!"

As the figure got closer, Yang got a good look and relaxed.

"It's ok. That's Optimus."

Hearing this, Weiss and Blake relaxed slightly. Optimus came in for a landing and they saw he wasn't in good shape either. He had bullet marks all over his body. Optimus looked at the three of them and then saw Ruby on the ground. He frowned at the sight, his gears churning with fear.

"What happened here?" He asked Yang as he rushed over to them as fast as he could.

"To be honest I don't know. After Ruby got hit by a missile, she released some weird light and when it died down, Scorponok was in terrible shape." Yang told him as Optimus gave Ruby a quick scan to check her.

Seeing that she was ok for the time being, he looked at the other two girls. Weiss and Blake froze as Optimus turned his attention to the two of them.

"Greeting. My name is Optimus Primal. Leader of the Maximals."

The two girls remained frozen until Weiss took a step forward. She introduced herself, but anxiety was obvious in her voice.

"Greetings, Optimus Primal. I am Weiss Schnee. Ruby has informed Blake and I about you already."

Optimus looked at the two new girls, then back to Ruby. She needed medical attention and fast.

"Ok. We should finish this talk back at base, then."

As he went to grab Ruby, Optimus felt on his shoulder. Looking at who it was, he saw that it was Blake as she spoke.

"We're being tested right now. If we all disappear, people will notice."

Hearing this, Optimus as he knew she was right. He turned to the three teenagers and spoke again.

"Ok. But when you can, slip away for a couple hours. Come to the base and bring Ruby. The CR chamber will fix her up as good as new."

But before anyone could say anything, they heard someone coming towards them. Optimus ran towards the forest edge and disappeared from sight just as Glynda Goodwitch walked out from the tree line.

Glynda looked at the area and saw it was a battle zone. She was about to react, but stopped when she saw Ruby on the ground and rushed over to her.

"What happened here?!" She demanded as she knelt beside Ruby, checking her over.

Knowing that Glynda would not believe that they were attacked by Predacons, Yang quickly fabricated a story. One that she hoped Glynda would accept.

"There were Grimm. A lot of them. We fought them off, but I misfired and Ruby took the hit. We were checking her over before we made our next move."

Glynda checked Ruby's wound and saw that a shot from Yang's weapon could cause something like this. And if Grimm were here, it would explain the damage to the area.

She then looked over at the other two girls.

"Is this true?" She asked them as she looked at them closely.

"It is." Blake told her with a straight face.

She wanted to learn more about the Cybertronians first before deciding what to do. Glynda studied her for a moment and saw she was telling the truth.

She then looked over at Weiss waiting for her answer. Weiss on the other hand didn't know what to say. She wasn't sure if she should tell her the truth or the lie Yang told her. As she thought about it, she saw Optimus at the tree line behind Glynda, looking at her. As she looked at him, she saw he was merely watching, waiting to see what she would say not as a Schnee, but as Weiss. Seeing this she made up her mind.

"It's not all true." Started Weiss as everyone looked at her wondering what she was going to say.

"Yang's shoot didn't hit Ruby. It was going to hit me. I wasn't paying attention to my surroundings and Ruby took the shot for me. If it wasn't for her, I would be the one on the ground."

Yang and Blake let out a small sigh of relief, glad that Weiss was only telling a half-truth. Weiss looked over at Optimus and saw him nod to her before transforming and walking off.

Glynda took in what Weiss said along with the motions of her body language and somewhat believed her. She had the feeling she wasn't telling her the whole truth, but deicide to deal with Ruby's injury first.

"Very well, then. All three of you come with me back to Beacon. We will give Ruby the proper medical treatment there."

She lifted Ruby up, using her semblance to keep her level. As the girls followed, behind her Blake wondered something.

"Professor, why are you out her? You said earlier that no teachers were going to get involved in the test?"

Glynda who merely looked back at her.

"The cameras all died and Ozpin got worried about everyone. He sent the teachers out to make sure everyone was ok. Ruby here was the only one hurt that I know of."

The girls looked at each other and knew why the camera's died, but stayed quite about it.

As they walked back Weiss and Blake looked at each other and both asked the other 'what did we get involved in?'.

And neither one had the answer for the other.

 **Well the initiation is now done and before you ask the move Ruby used is my own move called the 'Prime blast'. What it is, is the energy from the Matrix in her mixes with her aura and creating a large blast of energy like what we saw at the end RWBY volume 3. The more aura she has the more power it gains. But the down side is that the more power she uses, the longer the recharge is, since it uses two different power sources. Right now she can't control it and can only use it when her emotions are high while it also drains her energy a great deal. As she grow it will become easier on her in both ways.**

 **Also like I said in an earlier chapter team JNPR won't join in the Beast Wars right of the bat like Weiss and Blake did. But they will join. Just not any time soon, but it will be during a big event.**

 **Until next time.**


	10. We Are Team RWBY

'Talking'

' _Radio talk'_

' _Thinking'_

 **Disclaimer: I do not own either Beast Wars or RWBY**

 **Chapter: 10**

 **We Are Team RWBY**

 _ **Beacon: Ozpin's Office…**_

It was an hour after Glynda brought Ruby to the nurse's office upon their return from the forest. She left the rest of the girl's team in the infirmary before she went to find Ozpin. The headmaster had to know what had happened. After going over everything they learned, the two sat in Ozpin's office, mulling over everything.

After another hour, the nurse came by and gave them the report on Ruby's condition. Glynda looked at the report and breathed a sigh of relief. She was glad to see that Ruby Rose would be back on her feet in a couple days.

"It looks like Miss Rose will make a full recovery. We are lucky it wasn't too bad." She told Ozpin as he looked at a screen before him.

"Very lucky indeed. Looking at how the camera shut down, we found out that a virus infected them, causing the blackout. I don't need to tell you what that means."

Hearing this Glynda was shocked.

' _Then that would mean that someone targeted some of our students.'_ She thought.

She then voiced her concern to the headmaster.

"Then…that means whoever did this… Their target was one of those four girls."

Ozpin took a sip of coffee as he thought it over.

"And those four girls are keeping quiet about it." He added, still thinking on the matter.

Upon hearing Ozpin's answer, Glynda stood up from her chair, showing signs of anger, frustration, and worry.

"Then we should separate them all and find out the truth."

However, Ozpin had another idea.

"Or we wait and see what happens."

Glynda was surprised at how calmly Ozpin was taking this. One of their students could be in danger, if not the whole academy, and Ozpin refused to press on? Seeing Glynda's shocked expression, Ozpin answered his long-time colleague.

"I know you don't agree. But the fact is they lied to use about what happened. Which means they don't want us to know the truth. Whatever happened to Miss Rose, they wish to tread with caution and I fear they believe we would get involved in something we're not supposed to."

Glynda mulled over the idea, but she still didn't feel convinced to let this slide. She then asked Ozpin a question in a worried tone.

"But what if whoever did this comes back?"

Ozpin, despite acknowledging the question, remained steadfast.

"I know that this is a risk. But we have more pressing matters to look after. The girls held off their attackers once, hopefully they can do it again. We will assign the four of them as a team. That way, whatever they are hiding, it will be easier to keep it."

He then gave a steely gaze at Glynda. A sign that he was more serious than ever.

"I don't like it any more then you, but we must choose what's more important. Could it be random attack on our students, or finding out who attacked Amber?"

Upon mentioning "Amber," Glynda remained silent. Ozpin was right. A random attack, despite the outcome, was miniscule in comparison with their main goal. And if those girls got attacked again, at least they would have each other to watch out for. And hopefully, a teacher would be nearby next time to help them.

Ozpin then stood up with his coffee mug in hand.

"Perhaps we should talk to the girls again before making up our minds?"

Glynda agreed with him as the two of them made their way to the infirmary.

 _ **Beacon Infirmary…**_

It had been a few hours since Glynda brought Ruby to the infirmary and the three girls that accompanied them were at her bedside. Weiss paced around impatiently. Wanting answers for what was going on and without Ruby, she wouldn't get them. Not to mention that she blamed herself for the girl's injuries. If she had been more focused, stronger, perhaps she would have taken out that scorpion robot. Weiss scowled at herself. This was _not_ what a Schnee would do. At least, the Schnees before her father. Her scowl grew as she thought of him.

Blake had a book opened, though she had not turned a page since she opened it. Like Weiss, she was also thinking about what had happened. The events that played out haunted her and her instincts were running wild. Something was wrong and somehow, the White Fang was involved. No one but a small few at Beacon knew her secret: she was a Faunus. A cat Faunus to be precise with her cat ears hidden with just a little black bow. What's more, she was once a member of the White Fang, but left when the once-peaceful protest group transformed horrifically into a terrorist organization. Why she sensed the White Fang was involved, she did not know. But one thing for sure, Blake wanted answers as well.

Yang wanted to punch something. But after punching three holes in the infirmary's walls, Glynda returned at the behest of the doctors to tell Yang to refrain from continuing. Still, Glynda could not help but understand Yang's predicament. Ruby was her half-sister according to their records and they grew up together. So it was natural that she would be so worried. Yang ceased her pacing when the doctor came out.

"It looks like she will be fine. Severely weakened, but fine. I have patched up her physical injures and she had just woken up. You can go see her."

Hearing this, the three girls entered the room, where Ruby was lying in a bed. Her clothes had been replaced by a hospital gown and she had various bandages on her body. Her silver eyes weakly looked to Yang, who immediately was by her side as the others came close.

"Hey, Ruby. How you feeling?" she asked.

Ruby took in a deep breath as she examined her surroundings before answering her sister.

"I'm fine. Though I feel like a got ran over by several trucks at once. And I'm very tired."

Weiss wanted to say 'sorry' to her, but could even bring herself to look at her. Blake remained silent as well, worried about the girl and her own thoughts as Ruby spoke.

"So what happened?"

Yang looked to their two teammates for a moment before she answered Ruby's question.

"After I accidently shot you (sorry about that, by the way), Blake and I tried to help you while Weiss fought Scorponok. You stood up in some sort of…trance…and sent some sort of strange semblance at him, turning him into scrap. Terrorsaur, Wazzpinator, and Tarantulas took his body back to their base before you passed out. Optimus came by and told us to bring you to the Axalon as soon as we can. Weiss and Blake met Optimus and agreed to come with us when we get you out before Glynda came and got us. We told her that we were overrun by a large horde of Grimm as we brought you back here. We've been here ever since."

Ruby sat there as she took everything in She looked at Blake and Weiss and spoke in confusion.

"Why did you lie to a teacher?"

Blake thought about before answering her.

"I figured I would learn everything first and then make my decision. Besides, it's not like Glynda would believe us or take this as 'calmly' as we are right now."

Ruby smiled slightly at her answer, still weak from the battle. Everyone then looked over at Weiss for her answer. Seeing them all look at her, Weiss had no idea what to tell them. She, herself, was even unsure why she lied to Glynda. But it was at that moment that Ozpin and Glynda walked into the infirmary, causing all four of them to shift their attention to them. Ozpin saw that the four of them were together and that Ruby was awake. Hopefully, they would get a full picture of what had happened out there.

"Miss Rose. It's good to see you are awake."

Ozpin and Glynda walked into the room and stood at the end of the bed as he continued.

"I know it is sudden, but we need a statement from you about what happened today while it is still fresh in your mind."

Ruby knew this was coming and already had a story in place, remembering the story Yang had just told her.

"Well… When I entered the forest, the first person I meet was Weiss. We then went to the temple where we meet both Blake and Yang. We choose to go back to the school together. On the way there we ran into a large horde of Grimm. As we fought them off, I saw Yang fire off a shot that missed its target and was heading towards Weiss. Without even thinking, I rushed towards her and pushed her out of the way, only to get hit myself. That was the last thing I remember before waking up here."

Yang, Weiss, and Blake breathed an inward sigh of relief as both Ozpin and Glynda nodded in satisfaction. The two took in what she said and knew that it was the truth mixed with half-truths and white lies. However, it was difficult to tell what was the truth and what was not. Seeing that they wouldn't say anything else of their own volition, Ozpin deicide to let it go…for now.

"Very well then. I should inform you all that orientation is over and that teams have been selected. With Ruby unable to attend, I thought it would best to let you all be here."

He then paused to let them all understand what he meant before continuing.

"That being said, the four of you will be known as Team RWBY. Lead by Ruby Rose."

Hearing this, all four girls had different reactions. Yang gave her sister a hug. Not a strong one, but strong enough to show how proud she was. Blake nodded and agreed with it after seeing her in action. Ruby was surprised, but knew she could do it as long as she remembered what Alpha Trion told Optimus Prime when he first started. And Weiss didn't know what to think. On one hand, she knew Ruby could lead and quite well. But on the other hand, she felt she should lead due to her upbringing and status. She then looked at Ruby again and wasn't sure what to think anymore.

" _Ever since I meet her, she's turned my world upside down. I don't even know if I'm even ready for all this."_

Weiss was then brought out of her thoughts by Glynda, catching the attention of the others as well.

"I've just uploaded your room number onto your scrolls with access keys to get in. Your belongings are already in your room, waiting for you. You have the next three days to get to know your teammates before classes begin."

She then looked at Ruby.

"Since you're up, you must wait for the doctor to allow you to leave. Your team can wait here if they want to or leave."

She and Ozpin left the room, leaving Team RWBY alone. After waiting for a few minutes, Ruby addressed her new team.

"Once I get out of here, I'm going to the Axalon. If any of you wish to join me you can."

They nodded, silently agreeing with her.

After an hour of waiting for Ruby to be released, the four of them headed to their new room with Ruby sitting in a wheelchair, pushed by her sister. As they walked down a hall, they reached their room. But before they could enter, the door across from theirs opened, revealing Jaune.

Jaune saw the four of them and focused on Ruby. He spoke to her, worried about the first friend he made at the school.

"Ruby? What happened to you?"

Ruby waved a hand, trying to hide her pain.

"I'm fine. Just a little misfire is all."

Jaune bought it without a doubt. Pyrrha came out of the same room as Jaune did, no doubt on the same team as Jaune.

"There you are, Jaune. We still need to set up our room…"

She trailed off as she saw the state Ruby was in. Jaune then put a hand on her shoulder and gave her a thumps-up. Pyrrha sighed as she looked on.

Jaune then turned to the girls and spoke.

"I guess this is why you weren't at the ceremony, then."

Ruby nodded to confirm it.

"So what team are you guys on?" She asked them.

"We are on Team JNPR. Jaune is our leader." Pyrrha told them.

Team RWBY couldn't believe it.

"You're kidding right?" Weiss asked her.

She thought at least Pyrrha would be the one in charge, seeing that she was the best student in the academy. Not Jaune of all people. Hearing Weiss' accusation, Jaune slumped down in despair. Seeing this, Ruby deicide to share some advice with him that would hopefully will cheer him up.

"Jaune. I heard someone say this once. The greatest mistake one can make is not to listen to those around you. For they could be a spring of knowledge that you do not have."

It was a saying she heard from Alpha Trion. Hearing this, the others looked at her, confused. So, she explained it to them.

"Jaune. We, as leaders, are just people. We make mistakes all the time like anyone else. But the worst thing we could do is not listen to those around us. They could have the skills and knowledge we don't have. So it's our job to listen to what they have to say and even ask them for help when we need it. That way, we become better leaders and people."

Hearing this, no one was able to say anything because they never thought they would hear something like that from Ruby of all people. It was so wise and profound that it was clearly uncharacteristic of Ruby, even to those who didn't knew her well enough to know about the Matrix of Leadership in Ruby's possession. After a minute of silence, Jaune was the one to say something first with a smile on his face.

"Thanks, Ruby. I've never really thought of it like that."

Pyrrha smiled at the way Jaune took this. Gone was his doubt and now was being replaced by someone who was more confident in himself. Jaune nodded to Pyrrha as they head back to their room.

"I hope you get better soon, Ruby."

Once they were alone in the hallway, the girls entered their room. The room was an average size for four people with a bed for each of them. There was a window in the middle of the wall they were facing and a bathroom to the side. After they settled in the room for a bit, Ruby faced Weiss and Blake with a serious look on her face.

"I'm going to give you both a chance to get out of this. If you come with me to the Maximal base, there is no going back."

Weiss and Blake looked to each other, giving their options some serious thought. This was truly a critical decision with the look Ruby was giving them. Even fun-loving Yang had a similar look. Still, their curiosity was stronger. They gave it a little more thought before Blake spoke first.

"I'm going with you. I'm curious about what's going on. And since we are a team now, it's a good idea not to keep secrets. Although I can keep it from unwanted ears."

" _Blake, you hypocrite."_ Blake scolded herself mentally.

Weiss was the next to give her answer, an equally determined look on her face.

"Well, Blake's right. A team shouldn't keep secrets from each other. And I can keep a secret. Besides, there is so many questions that I'd really like answers to right now."

Hearing Weiss and Blake's choices, Ruby nodded to Yang before turning on her communicator.

"Ruby to Axalon. I need a ground bridge. Coming with Yang and two others. Lock in on my coordinates. "

After her request was voiced, a green vortex opened up in front of them, shocking Weiss and Blake. Yang scooped up Ruby in her arms and carried through the vortex. Blake looked as Weiss and offered for her to go first. Seeing this, Weiss walked up to it and slowly walked through it with Blake following.

When Blake exited the vortex, she saw that she and Weiss were in a cave. They heard a whistle and saw Yang at the entrance of the cave as she gave them a wave over. Once at the entrance, the newcomers saw the Axalon for the first time. Both girls just stared in awe of it. Sure, it was damaged, but it was like nothing neither of them had ever seen before. They followed Yang and Ruby as made their way inside. Upon entering the ship, Weiss and Blake were once again speechless. It was then that they saw Optimus Primal, greeting them in Robot-Mode.

"Ah. You made it. Welcome to the Axalon. Or what's left of it."

He then looked to Yang and Ruby.

"Yang could you put Ruby into the CR chamber?"

Yang nodded as she placed her sister in the machine. Once Ruby was settled, Yang backed away as the doors to the CR chamber closed. Weiss looked at the chamber curiously.

"What is a CR chamber, anyway?" She asked as Optimus typed in the chamber's commands on the console.

It was then that Rhinox entered the room in Robot-mode, surprising Weiss and Blake by his looks and size. Having heard Weiss' question, he answered as he monitored the machine.

"It is a machine that repairs and replaces damaged parts on Cybertronians, for which it was made for. But I made some modifications so that it can work for organics. But if my calculations are correct, it will take longer than it would with us."

Weiss and Blake could only stare at Rhinox. While he still monitored the CR chamber's first organic repair test, Rattrap walked in towards them in Beast mode.

"You know, if you keep your mouths open like that, something could fly in."

Seeing Rattrap, Weiss screamed and jumped into Rhinox arms.

"There's a giant rat here!" Screamed Weiss as Blake licked her licks without anyone seeing it.

Hearing this, Rattrap looked offended while Yang and Optimus were trying not to laugh. Dinobot also stifled a laugh as he entered the control room in beast-mode.

"I always knew you made females scream in fear whenever you're near, rodent."

Dinobot then sniffed the air, catching some sort of smell.

"Does anyone else smell a cat in the room?" he asked.

Blake looked worried, thinking her secret might be out. Thankfully, Cheetor entered the room in robot-mode, not knowing that his appearance was helping someone out at the moment.

"That's probably me, Dinobot."

Seeing that Cheetor was a cat himself, Blake let out a gasp of air she didn't know she had. She released it silently, so that none would hear her. Seeing that everyone was present, Optimus got them on track.

"Alright, everyone. Let's get down to business here."

He then turned to Dinobot and Rattrap.

"It might be better if you're in robot-mode for this."

Reluctantly, the velociraptor and giant rat transformed into their robot-modes. With Rattrap's transformation, Weiss relaxed a bit before leaving Rhinox's arms. The Maximals and Yang sat down at the table with Weiss and Blake looking unsure, joining them. Once the two girls sat down, Optimus began, motioning each Maximal as he introduced them.

"Well, let's get started. This is Rhinox, Cheetor, Rattrap, and Dinobot; the other members of the Maximals. We are beings from another world called Cybertron…"

 **Vacuo, the Darksyde…**

To say Megatron was angry was an understatement. He was so furious, he had no idea who to punish first. Adam went and attacked the Maximals without permission and came back empty-handed. Not to mention he and his team had lost the Paladin they had recently gained. While Scorponok and the other Predacons went and attacked Ruby, also without permission, and the scorpion Predacon somehow came back nearly offline. The others told him that it was Ruby and some flash that did it to him. Until he was done in the CR tank, Megatron held no idea what truly happened.

Currently he was in his commanded chair, facing Adam.

"So tell me. Why did you attack the Maximals?"

Adam answered, masking any fear that was manifesting inside him.

"To show them our power. We have just been sitting here, doing nothing in the war. I agree with you about needing to gather our forces and supplies. But we can't let our enemy do it, as well. We outnumber them 10-to-1 and yet we don't use it."

It was then that Megatron started to get an idea of what was going on.

"I see. So you're saying I haven't been active enough in this war."

Adam nodded.

"Yes, they attacked our base and destroyed the Mega Cannon. And in return, all we did was increase our defenses."

Despite the disobedience in the White Fang leader, Megatron could see his point. They had been slacking in the offensive as of late. However, he needed to keep Adam under control, lest he and his Faunus brethren rebelled against him. It would be wise to play along for now and see how far this would go.

"I see. Then what would you have us do?"

Adam answered, giving Megatron his thoughts on the matter, equally on his toes.

"I agree with your plan on gathering forces. But we need to do other things as well. We need to show the Maximals not to mess with us as well as the world. We should strike while the iron is hot."

Megatron merely chuckled at the motion.

But before Adam could say anything else, a White Fang member walked into the room. A risky move unless it was something urgent.

"Lord Megatron! Adam! Scorponok is done recovering in the CR tank."

Hearing this Megatron got up and went over to a hover platform and went to the CR tanks. As he left, Adam followed. But his fist clenched up tightly at hearing one of his men call Megatron 'lord.' Thankfully, the White Fang was not at all comfortable with having an alien lord when they have been fighting oppression against their kind. Still, it was best not to anger the hand that feeds you. And the White Fang needed the Predacon's tech.

Once Megatron and Adam got to the tanks, they saw Scorponok rising out of the tank as he tried to regain his bearings.

"Ah, Scorponok. How nice is it to have you back with us..." Started Megatron as he then grabbed Scorponok neck with his T-rex head as he started to choke him. "…just so I can terminate you myself."

Wanting answers as well, Adam spoke out to calm Megatron.

"Megatron! Calm down! We need to find out what they did to him first! Then you can end him."

Megatron mentally agreed with him and reluctantly released Scorponok. Megatron then leaned into Scorponok face with an angry glare in his eyes.

"You better give me a good reason to why I should let you stay online after what you did."

Scorponok started to shake as he told Megatron what happened.

"Oh course, Lord Megatron. I just was following Torchwick's advice about taking care of that red-cloaked girl when she was alone. But she was joined by that yellow-haired girl. She also had two new females with her. The first had white hair and the Schnee logo on her back and a rapier. The other had black hair and a black bow on her head wielding a gun that can turn into a sword and a whip. We ambushed them and I even hurt the red-cloaked girl gravely. But then her eyes glowed and then this burst of energy came out of her. The last thing I remember was intense pain before waking up here."

Hearing this made Megatron wonder what could cause it. As far as he knew, humans of this world could only have one semblance and that Ruby girl's semblance was speed. So how did was she able to create that blast that damaged Scorponok? And there was that time she led the Maximals so well when that alien probe was here? What is she?

Meanwhile Adam was glad he had his mask on so no one saw his eyes widen when Scorponok told them about the black-haired girl. It had to be Blake. There was no other girl that he knew that had black hair and wore a bow on her head. Especially since Scorponok clearly described _Gambol Shroud_ , Blake's signature weapon.

As the two thought about what Scorponok said, they didn't know that Cinder was also listening in on what he said. Hearing what the cloaked-girl could do, she began to think. Could this mean she was a descendent of the silver-eyed warriors? If so, it could pose a problem to her once she got free. But for now, let them all fight. She could wait and hope they would kill each other in the process. She then left the area before anyone could see her as she wondered what her next move will be.

 _ **Vale, Patch, the Axalon…**_

Meanwhile, back at the Axalon, Optimus finished bringing the two girls up to speed and both were silent. Yang also explained to the bots what had happened, minus the Matrix until the situation with Weiss and Blake was taken care of. She also told the bots that Ozpin made the four of them a permanent team named Team RWBY with Ruby as the leader. There was a bit of chuckling at the irony, though Weiss and Blake knew not why. It took some time for Weiss and Blake to process the information before Weiss spoke in anger.

"I knew that those dirty Faunus in the White Fang were no good! First, they terrorize my family. Now, they're trying to take over the world! It shows that you can't trust Faunus at all!"

Blake gave Weiss a dirty look and it looked like she was going to say something. However, Dinobot cut her off.

"Stop right there, girl! To judge the many for the actions of a few isn't right or fair."

Weiss then pointed a finger at him, her anger replacing the fear of the velociraptor bot.

"And you! How do we know you really left the Predacons and aren't some type of sleeper agent waiting for the right time to strike?"

"Finally! Someone who agrees with me. Now if she only took back that 'being scared of rats' bit…" Rattrap muttered to himself, knowing he would get glares and a lecture if he voiced it too loud.

Hearing Weiss' accusation, Dinobot eye's turned green in anger.

"You have no right to say that! I am a true warrior and wouldn't do something so cowardly. You, on the other hand, we know nothing about and have only seen one battle."

Hearing this Weiss glared back at Dinobot, while the others watched on, wondering what would happen next. But before anything could happen, Optimus stepped in.

"That's enough! Both of you!"

The arguing pair backed down on Optimus' orders, but continued to glare at each other. Optimus sighed as he spoke.

"Perhaps we need a break. Cheetor, could you and Yang give these two a quick tour of the Axalon?"

Cheetor, seeing how things were, gave Optimus a thumbs up.

"Can do, Big Bot."

He stood up with Yang and gathered Weiss and Blake before leaving the bridge. Seeing that Weiss was gone for the time being, Dinobot was able calm down. With things under control, Optimus turned his attention to the CR chamber as the chamber opened up and Ruby walked out, good as new. Knowing she could hear what was going on while in the chamber, Optimus spoke to her.

"So. What do you want to do with the two of them?"

Ruby gave Optimus a confused look and folded her arms.

"Why are you asking me? You're our leader."

Optimus chuckled lightly as he answered her.

"Yes. But remember that you're in charge of the human members of the team?"

Ruby mentally slapped her forehead, remembering that Optimus was right. She was also named the leader of Team RWBY according to Professor Ozpin. Placing a hand on her chin, Ruby voiced her thoughts.

"I'm not sure. Weiss has that attitude that make her think she's better then everyone. And she lowered her guard in the fight. Still, she is a capable fighter and there may be times where we may need the Schnee connection. Especially when Energon is concerned. But with Blake, we know nothing about her. For all we know, she could be a mole. Then again, I could be wrong about that. She is a really good fighter as well. Not to mention she came to my side when I got injured. But until we know otherwise, we shouldn't treat her as if she was a spy. All in all, I'm not sure. Maybe we give them a chance and see how it goes. But in the end, it's their choice."

Hearing this, Optimus understood were she was coming from.

"Alright. When they get back, we'll ask them what they want to do."

There was a bit of a silence before Ruby thought of something and brought out a piece of paper.

"Dinobot? Could you do me a favor?"

Dinobot listened in as Ruby asked her question.

"Could you and Rhinox make this gear for Weiss and Blake?"

As the others gave her weird looks on the question. Seeing this, Ruby elaborated as to why.

"I know what you're thinking. But regardless of their choice, the Predacons might attack them again. I want them to be able to defend themselves if that happens. After all, they never asked to be part of this war. Just like Yang and I."

Hearing this, the bots understood her reasoning. Looking to Optimus, Dinobot waited for an answer. He didn't have to wait long as Optimus nodded.

"Do it."

Dinobot grabbed the paper and walked off to the armoury to get the supplies he needed. As he walked off, the others returned and saw Ruby out and about. They then ran over to her out of relief and worry. Yang was the first to speak as she examined her sister.

"Ruby! How are you feeling?"

Ruby chuckled as spoke. "I'm fine. Definitely a lot better than I was before. It's like I've never got hurt at all."

From the way Ruby spoke, the three girls could hardly believe that this was the girl that nearly died saving them from the Predacons. They would have to check for a scar when they got back to their dormitory. Weiss looked over at the CR chamber with awe.

" _If the Schnee Dust Company had something like this…."_

Her thought trailed off as she knew that getting this technology would be next to impossible. But if she stayed with them and got to know them, then maybe. But little did she know that Rattrap saw her look and knew that she wanted something and judging by the way she was staring at the CR chamber, he had a good guess as to what it was.

Ruby's face once again became serious as she looked at the two newcomers.

"Weiss. Blake. We need to talk."

Hearing her tone, both Weiss and Blake gave her their full attention as Ruby led them aside to talk privately while Yang talked shop with Cheetor and the other bots discussing the situation on their end. The two girls listened to Ruby as she spoke, once again in a serious tone.

"After learning everything and how you acted with your first fight against the Predacons, we are offering both of you a position in the Maximals. This is your choice, however. You can say no if you want, but if you do please keep everything a secret. The world is not ready for the Beast Wars and Yang and I will deny everything you say if you tell. But if you do join, it will be dangerous. There could be a chance that you'd die. Knowing this, the choice is yours."

Hearing this, Weiss and Blake bore different thoughts. Blake wanted to stop her brother and sisters in the White Fang from continuing this. She went to Beacon to make the world a better place. And with the Maximals, she felt it was more possible then before. Not to mention it felt nice to be around non-humans again.

"Well, count me in."

Weiss wasn't sure what to do. On one hand, if she joined, she might die. But the Predacons might go after her due to her status and family. But on the other hand, this is what she wanted: to make a better name for her family. She was sure sooner or later, the Beast Wars would become public. And when it did, the people will see a new side of the Schnee family. Either way, if she could get some of this technology, then it would help the world and her family name.

"I think I will join as well. I can grant you access to the Schnee Dust Company resources and anything you may need. Maybe we can figure out how to hide the useless- I mean, Energon, from the public and transport it to here."

Ruby smiled as Optimus nodded. Satisfied with their commitment, he handed them both a Maximal symbol.

"This is proof of you being Maximals. They also double as communicators and are tracking devices to help us find you if we need to."

The two girls nodded and took the symbols. Weiss placed hers on the inside the collar of her cropped coat while Blake placed on one of her black shoulder straps. As they placed their communicators, Optimus continued to speak to the girls.

"While I'm in charge overall, Ruby is my second-in-command and in charge of the human forces."

Curious, Weiss and Blake looked to Ruby with questioning looks as Weiss asked another question.

"Why are you in charge? Is it about what happened in the forest?"

Ruby chuckled nervously as she led Weiss and Blake to the lift with Yang accompanying them with the intent of going to the ground bridge.

"It's an interesting story, Weiss. One I'll tell you once we're back at Beacon."

Optimus then looked out at them as they walked outside and talked. He wondered what would be in store for them in the future. Whatever it was, it was going to be interesting.

 **Well, Weiss and Blake are now part of the Maximals, but for different reasons, while Megatron is seeing that his men are starting to act on their own. And I won't have Ruby telling the others about the Matrix since I can't figure out how to tell it to them about it. But we will see some interesting reactions next chapter about it.**

 **Also what did people think about the RWBY season 4 trailer? Well, until then.**


	11. Fallen Comrades

Talking'

' _Radio talk'_

' _Thinking'_

Here the next chapter and I would like to say this first. I am really enjoying volume 4 of RWBY so far, and I'm just wondering what others think of it so far.

 **Disclaimer: I do not own either Beast Wars or RWBY**

000000000000

 **Chapter 11**

 **Fallen Comrades**

00000000

In the space above Remnant, debris from the battle between the Axalon and Darksyde floated still littered. As the pieces floated about, a stasis pod came out of the atmosphere and began to descend toward Remnant. At the same time, a second pod struck some space junk, causing the pod to descend toward the planet as well.

 **00000**

 _ **Axalon**_

In the _Axalon_ , Optimus Primal was going over the information that Rattrap got from Beacon's school records about Weiss and Blake. He wanted to make sure that the two girls could be trusted. It was only two days after they were brought to the _Axalon_ and Optimus wanted to make sure that they made the right choice in letting them join. As he read through Weiss' information the Computer went off.

" **Alert incoming stasis pod**."

Hearing this Rhinox rushed over to the computer and started to track its descent. His optics studied the data as the other Maximals entered the Control Room.

"Confirmed. Orbit has decayed over the northern hemisphere. Mostly likely crash area: northern Atlas. Impact in five seconds. Four...three...two...one! The pod has crashed at these coordinates."

Hearing this, Optimus obtained the coordinates as he spoke to the other Maximals.

"Heads up, everyone. Get ready to move."

The other Maximals obeyed, while Rattrap muttered something about the cold of Atlas' snow freezing his gears. But Optimus knew they had to move fast. Or else they would lose one of their crew to the Predacons.

 **00000**

 _ **Darksyde, a few minutes earlier**_

Torchwick was in a tight spot. He knew it. The others knew it. And if he wasn't careful, he was going to lose it all. Making up his mind, he chose his course of action.

"I fold." He told the others as he tossed his cards into the middle of the table.

Around him, he could hear the others having a soft laugh at him. He knew coming to this poker game was a mistake and now it was showing.

"What's wrong, Torchwick? I thought you said you were great at poker?" Mocked Mercury as the others around him snickered. Torchwick scowled as he glared at the grey-haired boy.

Adam wouldn't say this out loud, but he was enjoying this poker game. Especially seeing how bad Torchwick was at it. But before they could continue their game, the base's alarms went off.

" **Alert! Incoming stasis pod**."

Hearing this made the lot of them confused at what was going on. Adam then grabbed his winnings and left for the command center. As he entered the room he heard, Terrorsaur read off the data as he spoke to Megatron.

"Impact! Coordinates 617 by 885. It landed in northern Atlas. Shall we go, Lord Megatron?"

Tarantulas, however, had to add in his own voice as the technical supervisor of the _Darksyde_.

"Megatron. I should point out that the ground bridge won't work that far out. The energon fields in addition the magnetic energy in that location are throwing off the bridge's targeting systems. Unless we have a stronger signal to lock onto, we can't get a bridge-lock."

Hearing this, Megatron scowled. However, he knew that the Maximals would have the same problems. Then that would mean….

"Then that would mean the Maximals will dispatch their only flyer to reach the pod first. Yessss. Let us ensure that he encounters turbulence."

Hearing this made Terrorsaur smile wickedly. He transformed into beast mode and flew off to find Wazzpinator. Seeing it was the time, Adam made himself known to Megatron.

"Megatron. What's going on here?"

Seeing the inquisitive Faunus, Megatron opted to humor him as he gazed at the computer screen. He would have to explain to Adam carefully so as not to have him lost during the explanation.

"A stasis pod holds a protoform. To put it simply, a Cybertronian infant or clay of sorts. If we get to the protoform first, then we will gain another soldier for our side."

Hearing this, Adam asked another question out of curiosity.

"Then why isn't this stasis pod on your ship, then?"

"That is because it is from the Maximals' ship. They ejected the pods when we crash."

Seemingly satisfied with his answer, Adam asked one last question.

"Then what shall the White Fang do?"

But before Megatron could answer, Tarantulas stepped in.

"Nothing, this time. The location of the pod is too cold for your men. Even if you dress for the cold, your movement will be reduced greatly."

Hearing this, Megatron remembered the fragility of his Remnant-native allies and spoke in agreement with Tarantulas.

"I agree. For now have your forces on standby."

Understanding, Adam bowed to Megatron and returned to the other chamber. He was looking forward to finishing that poker game.

 **00000**

 _ **Axalon**_

Back at the _Axalon,_ Optimus was rushing through the base in Beast-Mode. As he approached the main table, he slowed his pace as Cheetor jumped up on it, who was also in Beast-Mode. He looked to Optimus with concern.

"Gotta tell you, Big Bot. It doesn't sound like such a swift move."

Optimus gave Cheetor an annoyed look on his face.

"We have no choice! We're talking a large distance between us and the pod. And with the ground bridge down, Megatron would most likely send his own flyers to reach the pod first. I have to get there before them!"

As Optimus turned to the exit of the _Axalon,_ Dinobot stood in his path. Like with Cheetor, Dinobot was just as cautious about the situation. Especially since he knew more about Megatron than even Optimus.

"I am not normally an advocate of caution, Optimus Primal. But in this case, I must register my concern. Megatron does not always behave as one might expect."

But Optimus brushed Dinobot's, concern off. Whatever could occupy his mind instead, his focus was more on the Proto-Form. If they lost the Proto-Form, then they would lose a fellow Maximal to the Predacons. Optimus decision remained steadfast.

"He'll want to reach the pod first. Same as us. Right now, it's a race. Pure and simple. Optimus Primal; Maximize."

Seeing how his leader was acting, Dinobot didn't let up. He was just as stubborn as the Maximal leader.

"None the less, you will do me the honor of permitting to exit first. I have….. suspicions."

Having enough of the delays, Optimus submitted to Dinobot's request. It was better than to dismiss Dinobot's plea, considering he was once a Predacon, thus knowing Megatron better.

"Alright, but hurry."

Seeing that he'd won, Dinobot then transformed and went down the lift. Once at the bottom, he paused so that he would scan for threats. After the battle against the White Fang and the Paladin, the Maximals had to be careful. But even after scanning the area and finding nothing, Dinobot still had his worries as he re-entered the base. When he fully entered he saw Optimus looking at him waiting for his report. He gave it along with request.

"My scanners detect no hostiles. Yet something feels amiss. Permit me to lead a scouting patrol and to call Team RWBY in for back-up."

But Optimus was impatient. He need to get out there immediately.

"There isn't time! One of my comrades is out there somewhere and every second counts!"

Despite Optimus' urgency, Dinobot remained calm as he struggled to keep the Maximal leader from doing something rash.

"Your emotion chips are overriding your caution circuits. I insist upon a scouting patrol and bring in Team RWBY."

"I am in command here! Now stand aside!" Optimus bellowed at Dinobot as he pushed Dinobot into the lift, causing the two of them to descend outside.

Once outside Optimus activated his jets and took to the air. He then turned to face Dinobot as he gave him some orders.

"Have another unit follow me in the dropship as quickly as possible. We have to-!"

But Optimus' orders were cut off as a blast came from behind him. Dinobot, seeing this, went on the defensive.

"Ambush as I suspected." Dinobot snarled as he brought out his sword and looked at where the blast came from.

He saw Terrorsaur and Wazzpinator firing at the two of them from some rock cover a fair bit away. Then, a shot knocked Dinobot's sword from his hand as former Predacon glared at the two. Meanwhile Terrorsaur and Wazzpinator were feeling really good about themselves at the moment.

"Wazzpinator got him." Boasted Wazzpinator.

But Terrorsaur wasn't about to let Wazzpinator outdo him.

"Watch this." He told him as he activated his shoulder cannons and fired at Optimus, who was just regaining his bearing from the first attack.

When he saw the attack heading his way, all Optimus could do was look on in shock and fear as the blast struck him. Optimus went down and it looked like he'd shut down from the blast. Seeing this, Dinobot fired his eye lasers at a rock above the two Predacons causing the chaos. The rock then fell onto of Wazzpinator as Terrorsaur evaded the trap.

"Yes!" Cried out Dinobot, fist-pumping at his handy work. Terrorsaur, in anger and annoyance, fired his gun at the rock and freed a crushed Wazzpinator.

"Oh no! Wazzpinator in trouble!" cried Wazzpinator as he short-circuited

Terrorsaur seeing this, grabbed the Wasp Predation and took off.

"We did our job. Now, let's go back to base."

Seeing the two taking off, Dinobot became furious. His eyes fired green lasers at the fleeing Predacons.

"Cowards! Face me!"

Meanwhile, Cheetor came rushing out of the _Axalon_ while transforming and after seeing his condition, went to Optimus side. He looked over Optimus as the latter's body sparked and twitched.

"Optimus! Oh man. Care you hear me, Big Bot?"

Hearing the commotion, Dinobot approached the fallen gorilla and the cheetah standing next to him.

"Fear not, Optimus. I shall ensure that your funeral is a glorious one, as befits a warrior who died in battle."

However, Optimus was able to stir.

"Afraid I'll have to miss it, Dinobot."

He slowly got up, but his damage was still severe.

"I'm not scrap yet."

"Are you certain? It would be a glorious passage." Dinobot asked him.

But Cheetor heard enough as he growled at Dinobot, gaining his attention.

"Will you knock it off?"

He then looked at Optimus.

"We got to get you to the CR chamber, Big Bot."

Despite his circuits in need of repair, Optimus shook his head. He panted as he started to make his way to the exit.

"No... Stasis pod..."

But Cheetor stopped him, turning him to the CR chamber instead.

"We'll get it. But right now, let's worry about you."

Cheetor proceeded to escort him to the chamber, only to find that Optimus was too big to be moved by one bot. Cheetor looked to Dinobot as he continued to try to move Optimus.

"Hey give me a hand here."

Dinobot growled, but complied.

"Very well."

Dinobot then proceeded to lift Optimus up with one hand and brought him to his eye level. Dinobot stared at Optimus for a moment before lowering him and looking at Cheetor.

"Call in Team RWBY. We will need their help."

 **00000**

 _ **Darksyde**_

Back at the _Darksyde,_ Terrorsaur was giving his report to Megatron about the results of his mission. And the latter was not happy.

"So. Optimus Primal was not destroyed. You disappoint me, Terrorsaur. Yeees."

Terrorsaur, worried about what would happen to him, flailed his wings in defense as he tried to find something to get back on Megatron's good side. He could care less for Waspinator, though. The insect was nothing more than a Cybertronian shield for those who were of higher rank.

"But we knocked him half to scrap. No way will he be flying anywhere."

It was then that Waspinator spoke, determined to save his own hide as well.

"Yes. We will beat him to the stasis pod easily."

As much as Megatron wanted to scrap the two Predacons for their incompetence, he had to agree that they were right. If they could increase their numbers by hijacking the stasis pods and changed the protoform's formats from Maximal to Predacon, then Megatron would have the numbers he needed to end the Beast Wars. While he did possess the allegiance of the White Fang, organic sapients were fragile creatures.

"Yes, but they will still make an attempt." Said Megatron as he thought about what the Maximal will do.

He then got an idea. An _awful_ idea. And awful idea that made him grin.

"Ah! A land party. Yesss. Leaving only Optimus and perhaps another to guard the base.

Megatron then knew what actions he should take. He proceeded to give his orders to the two present Predacons.

"Wazzpinator, Terrorsaur! You will proceed immediately to the location of the stasis pod. Ensure that the proto-form inside is reprogrammed as a Predacon. GO!"

Heeding their leader's orders, two left the base in Beast-mode. But before Megatron could say anything else, Adam voiced his option.

"Are you sure there will be only two at their base? You forget that they had at least two human allies to call upon. So are you sure that attacking their base is a wise move?"

Megatron was quiet as he did indeed forgot about them. But he shrugged it off. While he was curious about what the red-cloaked female did to Scorponok, he knew that so far, the Maximals' Remnant allies were nothing but children. And despite their own power, Megatron did not viewed them as a threat. At least, not yet.

"It does not matter. After all, even if there are three of them, they are no match for us."

Hearing this Adam started to leave the room, but stopped and looked back at Megatron.

"I hope you're right. That girl...the one in the red cloak... There is something about her. Something powerful. And if you underestimate her, it could cost you."

Megatron merely nodded at Adam's warning. Somehow, the girl had made a brilliant strategy at the safe ring and used that weird power on Scorponok. He knew sooner or later, he would have to find out her secrets. Perhaps even used those secrets for the Predacon cause. But for now, the Maximal base awaited him. He gathered the remaining Predacons and took off, leaving Adam in charge of the _Darksyde._

 **00000**

 _ **Beacon Academy: Team RWBY's Room**_

While all of this was going on, Team RWBY was doing their own thing in their new room. Blake was putting her books away in their bookcases. Yang was hanging up some of her posters. Weiss was organizing her closet space. And Ruby was at a desk, wearing magnifying goggles while giving a look over _Ember Celica_. Blake put the last of her books away when she looked over at Ruby looking over her sister's weapon.

"Yang? Why is Ruby working on your weapon?" Blake asked the elder of the two sisters.

Yang looked over at Ruby for a second. She turned her head back to Blake and answered her question in a calm, nonchalant manner.

"I did look it over after our fight in the forest and found that the firing chamber was damaged on one of them and the other won't reload when I took that shot. I tried to fix it, but I couldn't. So I asked Ruby because she's better with weapons then me."

Hearing this explanation, Blake accepted it. After their fight in the forest with the Predacons, their arsenal needed to be in tip-top shape if they were to continue to fight. Perhaps when she had the time, Blake will take another look at _Gambol Shroud._ After a while, Ruby took her goggles off and looked over to her sister.

"Well, Yang. I checked everything over and I have to say _Ember Celica_ is dead. The damage is too extensive inside. There's nothing I can do for it other than rebuild it. But you're in luck! _Ember Celica 2.0_ is ready now. I had a feeling there would be a time where one of us would need a spare, so I made an upgrade version of our weapons. Your new _Ember Celica_ is at the Maximal base, ready for pick up."

While Yang was upset that her gauntlets had gone to the Great Armory in the Sky, she was glad that Ruby had made her a newer set. Of course, now she was curious as to what her sister had put in the new gauntlets. And still, she was eager to check it out. Weiss, who heard everything, turned at looked at her leader.

"So, there's is nothing in the Matrix that can help you fix it?" Weiss asked, but Ruby could tell that she was still upset about her being the leader of the team and learning her secret.

After the dust settled regarding the introduction of the Maximals and explaining the Beast Wars, Ruby was convinced by Yang to inform their new teammates about the Matrix. Especially since Ruby caught herself nearly calling Blake "Mirage" again. But ever since she told Weiss and Blake about the Matrix in her, Weiss had been colder to her, judging all her calls no matter how small they were. To be honest, she was tired of it. And it was time to find out why she was acting this way to her.

"Hey, Weiss. Can we take in private for a moment?"

But before Weiss could react, Team RWBY's Maximal communicators went off.

" _ **We have a situation. Report to the base immediately.**_ **"** Ordered Dinobot as the line went dead.

This surprised the Huntresses-in-training. Unless something had happened to Optimus, Dinobot would never give an order via communicator like that. The girls looked at each other, wondering what was up. Concerned, they grabbed their weapons from their lockers and made sure they had everything they needed. After Ruby gave the signal, a Ground-Bridge opened in their dorm and they went through.

 **00000**

 _ **Axalon...**_

Once they entered the _Axalon,_ they only saw Dinobot, in Beast-Mode, working at a console on the table. Wondering what was going on, Ruby spoke up, hoping for some answers.

"Dinobot? Where are the others?"

Dinobot paused from his work and face the four of them.

"A Maximal stasis pod has fallen in northern part of Atlas. Optimus was attacked when he went to retrieve it and is now in the CR chamber, being repaired. Now, the others are racing toward the pod, hoping to reach it first."

Hearing this, the girls had different thoughts. Ruby was thinking what they were going to do to help. Yang was wondering if she could get in on this race. And Weiss and Blake shared a similar thought. However, it was Blake who asked the question.

"What is a stasis pod?"

Once again, Ruby went 'automatic' and answered Blake's question before Dinobot could speak.

"Think of it like a baby Cybertronian. But in its state, it could be reprogrammed into a Predacon."

This horrified the two girls, with Yang sharing a shocked look. Though Yang's expression was tamer. After her explanation, Ruby turned her attention to Dinobot.

"So? Why are we here now and not earlier?"

Dinobot answered as he brought up a holographic map of Remnant, before zooming in on Atlas.

"The reason being that the area is too cold for any human to go to. Currently, Optimus and I are damaged, allowing for the right time for a Predacon attack."

But Dinobot could say anything else, the alarm went off.

" **Alert! Incoming stasis pod**."

Everyone was silent upon hearing this. Ruby took a seat at one of the computers and began a scan for the second pod. After a bit, she found out that a pod did land. And in a bad location.

"A pod did land. But in landed in a desert area in Vacuo."

She gave them a grim look.

"Predacon territory."

This made the other four tense. Blake and Weiss were still unsure about engaging the Predacons in battle again. Dinobot snarled, his memories of his time with the Predacons bitter. And Yang unsure what to do. With nearly everyone unavailable and the pod landing in a terrible location, Yang was uneasy.

"So? What do we do about that?"

Dinobot snarled as he examined the map. With the others off to retrieve the first pod from Atlas, there was no way for him to go and retrieve the other pod without putting the base and Optimus Primal in jeopardy. Which meant that to retrieve the pod in Vacuo, he'd have to sacrifice the recently arrived extra security. He snarled as he began to locate the pod's crash coordinates for the Ground Bridge.

"Since the others are retrieving the pod in Atlas, you four will have to recover the one in Vacuo."

This caught the four Huntresses off guard. But once the sentence had been processed, Weiss was the first to voice her concerns, unaware that Ruby had crept out of the room.

"But we're just students! We're not ready for this."

Hearing this, Dinobot glared at the heiress.

"You agreed to enter this war. Did you think you would just sit on the sidelines the entire time?! In war, one is expected to take up arms when necessary. And in this case, that time is now."

Weiss bit her lip angrily as she didn't have anything to counter with. Wanting to kill the tension, and to add in her concern, Blake spoke up.

"Then what do we do, then? We're going into enemy territory and we have no idea where the pod is. How are we supposed to find it?"

As if on cue, Ruby returned with a push cart. Seeing this, the others looked at her curiously.

"Luckily, I do."

She brought her cart over to them. The cart had different pieces of gear on it. Gear that none of Team RWBY nor Dinobot recognized. Ruby then started to hand it out to the girls as she explained.

"Rhinox added a scanner to my scroll so I can find the pod with it. After he spotted the ring of stasis pods in the Stratosphere, figured something like this would happen. So we put together some new gear for all of you."

She gave Weiss a new gun that look like an old-fashioned flintlock dueling pistol. But upon closer inspection, one could see that the ammo was loaded at the hand grip.

"For Weiss, I had a new gun for you. It may look like a fancy high class gun, but it just as powerful as Rattrap's. It has two modes: Burst and Single shots. In Burst, it fires multiple shots at once, while single, well, one shot. It can reload like any other type of gun."

Ruby told her as she passed Blake the belt-shaped bandolier.

"Blake. This belt has mini-explosives on it. There are two types of explosives: Timed and Thirty-Seconds. The Timed ones are on the right side and you can set the timer for however long you want. The Thirty-Second ones are on the left and will explode 30 seconds after you activate them."

Blake raised her eyebrow, but equipped the belt as Ruby handed the new _Ember Celicas_ to Yang.

"Yang. Here's that _Ember Celicas 2.0_ I was telling you about. It is just like your old one, but this one is made out of metals I got from the Axalon. It is stronger than before, but it is a little bit heavier, so keep it in mind. I also changed the barrel and ammo slots so you can carry more ammo and still have the same type of shot. And finally, a thin sheet of metal will go up your arms till it reaches your upper arms to better protect them."

Yang inspected her new weapon. However, when Ruby mentioned the metal, she gave her sister a questioning look.

"Why did you make arm guards for my weapons?"

Ruby gave her the answer as she made final adjustments.

"I made it because when you go in close, someone can attack your arms while you're attacking them. This way, no one could cut off your arm or something like that."

Hearing this, Yang figured her sister had a good point. As Blake put on her belt, she asked about her new gear.

"So, why do I get explosives?"

Wondering Ruby's reasoning behind it.

"Well, Blake. You're very fast and stealthy. So, I figured something that could pack a punch when you are in a bind would be best for you."

Blake nodded as she understood Ruby's logic. Ruby then looked at Weiss. The Schnee Heiress looked over her new gun as Ruby waited for her to say something. What she said surprised the red-cloaked girl.

"Nice choice, Ruby."

Ruby turned her attention to her team as Dinobot continued to prep the Ground Bridge.

"Everyone. I know you're worried, or scared, or both. But as long as we work, together we can do this. After all, we took down four Predacons in the Emerald Forest. And that was a tough fight. So if we run into White Fang or anything else like that, we can get through it."

The team nodded to their leader with approval. Though Weiss and Blake still held worried looks. Dinobot then cleared his throat, gaining Team RWBY's attention.

"I have the Ground Bridge opened in a safe zone near the pod. However, the rest will be on your own. And be cautious. Who knows what Megatron has for sentries in that location?"

 **00000**

 _ **Darksyde...**_

Adam was deep in thought while his sat in Megatron's command chair. As he thought about how all the Predacons were gone, and how only the White Fang remained, the computer went off.

" _ **Alert. Incoming stasis pod.**_ _"_

While alarmed by the sudden announcement, Adam became interested. If he could get that pod, this would earn Megatron's favor. And you know the saying. "Keep friends close, and keep enemies closer." He then proceeded to give an order to one of his men that was nearby.

"Verity that report and give me a crash location!"

It took a bit, but the Faunus manning the computer found the pod's location.

"Confirmed. It landed in a desert here in Vacuo."

Hearing this, Adam smiled. This pod had dropped right into his lap. He then gestured to a muscular man with short black hair. This man was wearing standard White Fang uniform, but he had metal guards on his forearms. He had a white shirt that had a collar that sticks up around his neck. But what really stood out is his mask. It covered his entire face and had red eye holes with thin red streaks streaming to the bottom of the mask.

"Lieutenant."

"Sir."

"A stasis pod has landed in our territory. I want you to go and get it. And take the Desert Trio with you."

The Lieutenant nodded and left to perform the tasks.

 **00000**

 _ **Airspace over Atlas...**_

Meanwhile, Rhinox and his team were flying in the dropship through a storm. It wasn't a terrible storm, but it did make flying harder. Inside the ship, Rhinox was piloting as Cheetor and Rattrap sat behind him.

"Man. I don't think it's a slick plan. Leaving Optimus back at base." Said Cheetor, his voice filled with worry.

Rattrap nodded as he gazed at a neighboring window.

"Yeah. Especially with old Chopper-Face as babysitter."

Not wanting to start an argument regarding Dinobot's loyalty to the Maximals, Rhinox spoke calmly as he continued to fly the ship.

"Had to do it. Dinobot's weapons were damaged in the battle. He's got to recuperate as well. And don't forget that Ruby and her team should be there by now."

Hearing this didn't help Rattrap's worries.

"I'm still not sure about those two new girls. Weiss and Blake."

Hearing this, the others wondered what he meant by it. Rattrap proceeded to explain his concerns to the cheetah and rhinoceros Maximals.

"Blake, we know nothing about. And the files we got from the school are missing some parts, like where she comes from. And Weiss? I think she's only here because she wants our tech and nothing else."

This did raise some concern. With Blake being a mystery and Weiss being a member of the notorious Schnee family (with which they read about), the two girls were loose cannons. One wrong move from either of them and it's the end of the Beast Wars. Predacon-favored. Wanting to ease the tension, Rhinox spoke up.

"Whatever the case is, right now Ruby and Yang are watching them. If they try something, I'm sure the two sisters can stop them."

Suddenly, the alarm went off, catching the trio by surprise. Cheetor looked at the radar and frowned.

"Incoming flyers! Four o'clock."

Hearing this, Rhinox gave his orders.

"Rattrap! Man the weapon systems!"

Meanwhile, Terrorsaur and Wazzpinator saw the dropship with the Maximal symbol on top of it. Terrorsaur, slightly amused at the flying fools in front of them, spoke to his flying compatriot.

"Well, look at that we have competition for the stasis pod, Wazzpinator."

Hearing this, Wazzpinator laughed.

"Wazzpinator not think so." He told his fellow flyer as the two of the transformed and flew in to attack the ship.

Once they got in range, Rattrap fired the guns at them. But the two Predacons were able to evade the shots. The two Predacons fired in retaliation, but Rhinox was able to maneuver the ship in time. Rattrap fired a missile at the two. But once more, the flying Predacons dodged it before under the ship. Finding his targets missing, Rattrap spoke out.

"Hey! Where'd they go?"

The ship suddenly lurched upwards as the two Predacons pushed the ship up on one side. As Rhinox tried to regain control, the Preds fired at left engine, causing it to catch fire. Seeing the ship beginning to fall from the sky, the two laughed before continuing on.

Back in the ship, Rhinox was doing everything he could to keep them level. Unfortunately, the ground was coming up close to them. And he knew what was going to happen.

"Brace for impact!"

The ship connected with the ground and slid along the ground before stopping. Thankfully, the ship did not explode. The Maximals inside shook their heads as they regained their bearings.

"At least were in one piece." Said Cheetor as he tried to look on the bright side of their situation.

Rhinox grunted in response as he pushed the door open. Once the door was opened, he transformed into Beast-Mode.

"Yeah, but the Predacons have a lead over us now. We need to hurry!"

Leaving the weapon controls, Rattrap got on the communications console and began to send an encrypted message to the _Axalon_. The reason for the encryption was so that no outside communications, such as the Predacons and the Atlas Military, could pick up on their communications.

"Maximal base! This is Rattrap! Come in."

 **00000**

 _ **Axalon...**_

Back at the _Axalon,_ Dinobot heard the call and answered.

"Speak, vermin."

" **The Pred's crashed the ship! We're gonna have to continue on foot. There's not a snowball's chance of beating them now.** "

Hearing this, Dinobot snarled. He knew the rat was right, but he also knew he couldn't let them give up and give the Predacons another fighter.

"No excuses you, pathetic rodent! Keep moving! Dinobot out."

He turned off the channel as Rattrap was saying something to him. But he didn't care. He then changed channels to talk to the other team out in the field.

"Team RWBY! Report! What is your status?"

But after a few seconds of static, Dinobot got worried. Was something happening to them?

"Team RWBY! Report!" He repeated.

Luckily, he got something this time.

 **00000**

 _ **Team RWBY: A few minutes earlier...**_

After being dropped off by the Ground Bridge, Team RWBY was walking in silence. They followed Ruby while she looked at the radar on her scroll. They stopped on top of a sand dune as Ruby was checking their location. An orange/yellow light appeared out of nowhere and passed over them before disappearing again.

"What was that?" Asked Weiss cautiously.

Ruby explained, remembering the information Rhinox told her regarding how stasis pods and protoforms worked.

"It was a scan from the pod. The pod must be readying the protoform inside and was finding a Beast-Mode for it."

Hearing this, the team began to have various thoughts. Ruby knew they need to hurry to the pod. Yang knew they were getting close to a fight and couldn't wait to try out the new _Ember Celica_. Weiss was amazed by what she heard. If they could use that tech for scanning for Grimm, then anything was possible. And Blake was wondering if the scan would scanned her. She never asked if Faunas DNA could be used in their scans. But little did she know, a Kangaroo Faunus was closer to the pod and his DNA was scanned and used.

"Let's move." Ruby spoke.

But as soon as they took their first step, the dune fell apart under them, causing the four to take a tumble. Once they were able to stop, Ruby took a look at her team to make sure they were ok. Thankfully, they were only a little disoriented.

"Is everyone ok?" she asked.

"I have sand everywhere and you're asking if I'm ok?" Weiss growled as she stood up and dusted herself off. She had enough. She should be asleep, not wandering through some desert after dark.

"Hey! She was only asking you a question!" Snapped Yang as she glared at Weiss while she got up herself.

Weiss returned Yang's glare.

"Shut up! I should be asleep right now! Not trekking through the sand."

Blake then added her two cents.

"If this is the way you feel now, then you shouldn't be a huntress."

Weiss as she didn't take to it very well.

Soon, the three of them were arguing about the whole situation. Ruby looked on and watched as they fought with one another, none of them looking like they were stopping anytime soon. She knew the more they fought, the lower the chances of them reaching the pod first where and the higher risk of Grimm and possible Predacons coming was.

"Girls! We need to stop and focus on the job at hand."

Weiss glared at her.

"Oh! Does the Matrix think that?" she snapped.

But as soon as she said that, she realized she said something she shouldn't have. Ruby looked like she was about to explode. Weiss only saw that look once and that was when Ruby blasted Scorponok.

"You think I like having this…. this _thing_ inside of me. Every day since I found out about it, I'm worried that it will take me over! And then I'll be gone and something else will take my place. But I can't get rid of it! So all I can do is use it to the best that I can. Now! If all of you can't work together, then go home. I'll finish this mission by myself if I have too."

Hearing this the girls ceased their fighting, a rush of guilt going over them. Not one of them, not even Yang, realized just how scared Ruby was. And she knew more about the Matrix than Weiss and Blake. Their trances broke as Dinobot's voice came through their communicators.

" **Team RWBY! Report! What is your status**?"

Ruby kept her glare on her team, making none of them move.

" **Team RWBY! Report**!"

Ruby finally moved her hand to her communicator.

"Dinobot. We need a Ground Bridge."

" **Why? What happened**?"

"My team is fighting with each other and they can't work together. They're just a liability now."

Hearing this Yang quickly got in.

"Delay that Dinobot."

She then looked at her sister.

"Ruby. We can do this. Just...give us a bit."

Ruby looked at her team and saw they didn't want to be sent back. However, she still had to put her foot down on something.

"One more chance. If we fight like this again, I will go to Ozpin and ask that this team be taken apart."

Hearing this, the girls knew that they had to work together. Or else who know what will happen to them.

"Scratch what I had said earlier, Dinobot. Right now, we are near the pod and haven't seen any Predacons or White Fang. Also, we saw that the pod had just scanned for a Beast-Mode."

" **Affirmative. The Predacons have the lead on the other pod. You must reach yours first.** "

Hearing this, Ruby nodded and released her fingers from her communicator. She then looked at her team.

"I know I was hard on you just now. But if we can't work together and outside our comfort zone, we can never do this."

With a renewed smile, Ruby raised her fist in the air to strike a pose.

"So let's load up and roll out!"

Hearing the battle cry, the girls all looked at her weird. Weiss was the one to ask the question that was on everyone's mind.

"What was that?"

Realizing what she had said and what was coming, Ruby answered awkwardly.

"Our battle cry…?"

"Why do we need a battle cry?" Asked Blake, confused.

Yang, remembering what Ruby had told about the Matrix earlier, gave an amused grin as she answered the remaining members of their team.

"I think she wants one like Optimus Prime did."

Ruby put her hood up to hide her embarrassment.

"Let's just go." Was all Ruby said as she walked away with the girls following her, the three giggling.

As Blake started to walk, she adjusted her ribbon. Carefully.

 **00000**

 _ **Axalon...**_

Meanwhile, back at the _Axalon_ , Dinobot knew he need some help to deal with the Atlas team's problem. After some thought, he came across an idea.

"Computer. Access and activate Optimus Primal's core consciousness."

" **Acknowledge**."

Dinobot saw that the CR chamber started to glow blue after the computer's acknowledgement. The table emitted the same blue light appeared as a hologram of Optimus' head (in Beast-Mode) was shown.

" **Core consciousness, activated**."

Though his body was still in the CR chamber, Optimus saw Dinobot in the control room via hologram. And seeing the look on Dinobot's face, the gorilla Maximal made an exasperated assessment.

"Don't tell me. Let me guess. Problems already."

Dinobot was glad he didn't need to waste time informing Optimus about everything.

"Indeed. The others have been forcibly delayed and the Predacons will reach the first pod before them."

Hearing the words "first pod," Optimus became alarmed.

"Wait! First pod? What do you mean, Dinobot?"

Despite knowing he might regret it later, Dinobot explained the rest of the situation to Optimus.

"We received word after the others had left that another pod fell in Vacuo. We had no other option, so Team RWBY was sent to get the pod with Ruby's new upgrades."

Hearing this didn't make Optimus feel any better. In fact, he was livid.

"That's Predacon territory! How could you let them go there?!"

Despite Optimus' anger, Dinobot kept a calm face.

"As I have said, we have no one else to go. I am damaged, you are in the CR chamber, and Rhinox and the others are off to get the other pod in Atlas. Did you want me to leave that pod alone?"

Optimus knew he was right. He hated it, but Dinobot was indeed right.

"You're right. It's just... we know nothing about Weiss and Blake. And I'm worried about that power Ruby used recently."

Dinobot nodded in agreement. By far, he could only trust Weiss and Blake as far as he could throw them. And incident Ruby experienced the other day in the Emerald Forest was still a concerning factor.

"I agree, but I just talked to them. They say that they haven't ran into the enemy yet and the pod just scanned for a Beast-Mode. So it would be wise to focus on the first pod for now."

Hearing this, Optimus agreed with Dinobot. He then thought of an idea to get to the pod first. Since there was no chance the other Maximals could get to the first pod before the Predacons, there may be another option.

"Is there any way we can contact the pod?"

Dinobot thought about it for a moment before answering.

"The energon fields are too strong. Our comm links will not reach it, even with the CCT helping."

"How about laser pulse?"

Dinobot was surprised at the suggestion.

"Impossible. We would need line-of-sight transmission."

"Isn't there anything we could bounce it off of? A Mountain? Clouds? Anything?"

After Optimus' inquiry, Dinobot got an idea.

"Perhaps there is."

He then went to get what he needed. Sometime later, Dinobot was on top of the _Axalon_ adjusting a satellite dish as he prepared it to transmit a laser pulse to the pod. As he was working, he didn't realize that Megatron was nearby and watching him work.

"Ah, as I surmised. Yesss. The remaining Maximal on guard is none other our own treacherous turncoat." Said Megatron mostly to himself as Scorponok and Tarantulas stood near him.

"But what about the humans?" Wondered Tarantulas as he scanned the area for them.

Megatron also looked around for them, but didn't see them. That meant either they were inside or not here at all. Either way, Megatron was only worried about Ruby Rose. There was something strange about that girl. And he was going to find out. One way or another.

"They don't matter. We shall not waste this opportunity. Nooo."

Megatron then gave them a hand signal. Tarantulas moved out, but Scorponok stayed where he was. He was scared of Ruby now after that last fight. He didn't want to run into her again. Megatron saw him not moving and glared at him. Scorponok saw the glare and knew he had to move or else Megatron would take him apart, piece by piece.

Actually, he didn't know who was scarier: Ruby Rose? Or Megatron?

Meanwhile, Dinobot just finished his work and was about to head back inside.

"Ah, Dinobot. Yeees."

Hearing the familiar voice of Megatron, Dinobot snarled as his former leader held up his hands (well, one hand and one dinosaur mouth) upon transforming.

"Oh, no, no, no. Calmness, calmness. Please. I came only to talk. Yess. After all, you are alone and in command of the Maximal base. An excellent opportunity, is it not? You were a Predacon once. Become one again. Turn the base over to me and the Beast Wars will be over. We Predacons will rule the galaxy and you shall be my second-in-command. What do you say?"

Megatron was trying one way to get what he wanted. And if it didn't work, well... there was Plan B. Hearing Megatron's proposal, Dinobot only laughed at him. He knew Megatron better than that.

"Eat slag!"

Dinobot then proceeded to fire his eye lasers at Megatron. Megatron groaned upon being hit, but he was otherwise fine. He then bellowed to the other hiding Predacons.

"Vaporize him!"

Dinobot realized he was outplayed as both Tarantulas and Scorponok, both in Bot-Form, fired from behind him... Both shots struck Dinobot right in the back, knocking him off the roof of the base. Seeing this Megatron moved in for the kill.

"Finish him!"

Hearing this, Dinobot looked up and saw Tarantulas and Scorponok getting ready to fire again. As they did, Dinobot rolled out of the way the last moment and landed on the lift.

"Auto-weapons on." He ordered the computer system.

" **Acknowledged.** " The system said as a turret opened up behind the two Predacons.

Both Predacons turned around to see it. The two were still not sure what to do as Tarantulas slow moved away. But unfortunately for him, the gun's sensor saw it and fired at him, knocking him off the roof.

Seeing this, Scorponok got scared as he looked at the turret before him. As if his mind kicked him in the head, he saw a hallucination Ruby in place of the turret with the same look of anger on her face while her eyes glowed. Seeing this, Scorponok started to shake in fear, which cause the guns to turn to him and fire, knocking him off the base and landing near Tarantulas. It was then that all of the activated guns turned their attention to Megatron before firing at him. Seeing that this was a lost cause, Megatron reverted to Beast-Mode and gave a new order.

"Fall back! Fall back!"

Needless to say, the Predacons jumped at the order.

While the Predacons retreated, Dinobot entered the base and looked at Optimus' hologram.

"Now, Optimus. The laser is in position."

He then fell to one knee from his damages.

Hearing this Optimus acted.

"Computer! Upload instructions now!"

As he gave the order, the satellite dish fired a laser pulse at the broken moon, which then bounced off it and landed on the pod in Atlas. Near the pod, a snow-white tiger watched with interest as the beam hit the pod. Then when the beam stopped, the pod opened up, letting a probe emerged from it and scanned the area.

As Rhinox and the others ran toward the pod, they saw the beam.

"Wow! What the shorting circuit is going on?" Rattrap asked in awe.

Cheetor spoke up as he saw the Predacon flyers ahead of them.

"Whatever it is, it's too little too late. The Pred's are going to beat us to the pod."

Back with Megatron, he was running with his men and not happy.

"Forget the Maximal base! Let us secure the pod."

He then contacted the _Darksyde._

"Megatron to _Darksyde_. Adam, come in."

" **Adam here, Megatron**." Adam replied over the comm.

"I need a Ground Bridge to the pod and another to take Tarantulas and Scorponok back to base."

" **Roger. But what pod do you want to go to**?"

Megatron stopped running upon hearing this.

"What do you mean?" He demanded.

Adam explained on the communicator.

" **While you were gone, another pod landed in Vacuo. I've already sent the best desert team in the White Fang to retrieve it**."

Megatron paused and thought about what he just learned. On one hand, he was glad Adam took charge like he did. But on the other, he was furious.

"Why wasn't I informed sooner?" He demanded.

" **We wanted radio silence so you could focus on your mission.** "

This made Megatron even more livid.

"Put me in touch with the team."

 **00000**

 _ **Vacuo: White Fang location...**_

As the Lieutenant rode his ATV through the desert to the pod, he looked at the Desert Trio. The first one was a male lizard Faunus. He looked like any other White fan member, but his uniform had desert camo on it to help him blend in more. His mask cover his upper face, but left the mouth exposed and the eye holes had nothing covering them, showing reptilian eyes. His hands had claws and attached to his back were two swords. No one knew his name, just his codename that was "Lizard" and he was the leader of the Desert Trio.

The second one was the only female of the team. She had the same clothes and mask as Lizard. She was a tall and skinny girl, but that was due to her being a snake Faunus. On her back was a sniper rifle that turned into a spear. With her snake-like traits and sniper, she was a deadly shot. And like Lizard, she was called by her codename: "Snake."

And the last member of the trio was a male scorpion Faunus. His cloths were the same as the others. He had a scorpion tail. It wasn't large, but it is as dangerous as an ordinary scorpion. On his arms he had hand clamps in the shape of scorpion claws. Out the three, he was the one who loved to make his enemies scream in pain. His codename is Scorpion.

As they rode on, their comm systems went off.

" **This is Megatron. Come in, desert team.** "

The four White Fang members stopped as the Lieutenant spoke into the comm unit.

"This is the Lieutenant, Megatron."

He was one of the White Fang that didn't trust Megatron. But he knew they need him...for now.

" **What is your progress on the pod?** "

Hearing this, the Lieutenant looked at Lizard for the answer. Lizard responded into his own communicator.

"We are half-a-click away. We should reach it, no problem."

Megatron was silent as the four wondered if he was still there. He eventually spoke again.

" **Once you get the pod, take it back to base for reprogramming. And beware. The Maximals' human allies are probably on their way to the pod as we speak. Megatron out.** "

The channel then went dead. The Lieutenant looked at the others before saying anything.

"Move out."

 **00000**

 _ **Axalon...**_

Optimus was placing Dinobot in the CR chamber. His body had been repaired and was now letting the velociraptor take his much deserved turn in the chamber.

"Hang on, Dinobot. We'll have you restored before you know it. In the meantime, I got to fly."

As the door closed, Optimus transformed before giving orders to the computer.

"Computer! Deactivate auto cannons and reactivate in thirty seconds."

After the computer acknowledged the orders, Optimus shot out of the Axalon like a bat out of hell towards Atlas. He wanted to help Ruby's team, but Rhinox's team needed his help more. But that didn't mean he couldn't call them.

"Optimus to Ruby. Come in..." Said Optimus into his commutator, hoping she would answer.

" **Unit Ruby Rose is out of range**."

Optimus sighed as he tried calling her scroll.

After a few rings Ruby's voice mail answered. " _Hi! You've reached Ruby. Leave a message after the beep._ "

Hearing this didn't make Optimus feel any better. Still, better leave a message just in case.

"Ruby. It's Optimus. Call me as soon as you can."

 **00000**

 _ **Vacuo, Team RWBY...**_

As Ruby lead her team up a hill, they stopped at the top when they saw the pod. Unfortunately for them, they weren't the first ones to it.

As Ruby got a better look with _Crescent Rose's_ scope, Weiss moved beside her.

"What do you see?"

Ruby lifted her head away from her scope and answered.

"I see four of them. All White Fang. It looks like there trying to move the pod."

Hearing that the White Fang was involved, Blake took Ruby's weapon, looked into the scope, and saw the Lieutenant and the Desert Trio. She wanted to say something, but there was a risk of her team finding out her secret.

"So what's the plan, Sis?" Yang asked Ruby, who just grabbed her weapon back from Blake.

"I do have a plan, but we're all going to have to work together."

She huddled her team together and began to whisper.

"Ok. Here's what we're going to do..."

 **00000**

 _ **At Atlas' Stasis Pod...**_

At the other pod, Terrorsaur and Wazzpinator were at it trying to open it before the Maximals could get there. But they heard a loud thump sound causing them to stop and see what it was. They found the Maximals, who were pointing their guns at two Predacons.

"Hold it right there." Warned Cheetor.

"Yeah! You're messing with Maximal property, you thieving Preds." Added Rattrap.

"We've got a friend in there and we won't let you turn him into a Predacon." Rhinox warned them.

But the Predacons did not stand down. Instead, they transformed as Terrorsaur spoke.

"You won't stop us, Maximals."

Suddenly, a Ground Bridge opened near them as Megatron walked out of it.

"They certainly shall not." Said Megatron as the Maximals aimed their weapons at him while he transformed. "This Stasis pod is ours, Maximals, for I know your weaknesses. Yeees."

Maximals wondered what he meant by 'this stasis pod' as Megatron turned his attention to the two nearby snow tigers that were watching them on a ledge. He then fired at the ledge, trapping them in box canyon. He then made sure to get a good aim on the two as the tigers growled at him.

"Let them go. They're not part of this." Rhinox protested.

But Megatron only laughed at what he said.

"That's right. Just innocent creatures. So surrender yourselves and this pod or they shall be terminated."

Megatron knew that Maximals would not let innocent creatures get caught in the crossfire. And as predicted, the Maximals reluctantly lowered their weapons.

"You win, you depraved wad of stinking slag." Rattrap snarled, but Megatron didn't care.

"Cultivated as always, even in defeat. Now witness my movement of triumph as I reprogram the protoform Maximal within the pod into a Predacon. Yess."

He then turned his attention to the pod.

"Open the pod."

Wazzpinator used his laser eyes to open it. And when the pod opened, everyone, Maximal and Predacon, was shocked to see that it was empty inside.

"It's empty?! Where is the Maximal?" Megatron demanded as he looked at the two flyers.

"Right here." A voice said behind him.

Megatron looked behind him and one of the snow tigers looking at him. And much to everyone's surprise, the tiger spoke.

"Tigatron, maximize!"

Tigatron, upon transforming, had the same build as Cheetor just with the yellow replace with white fur and the blue inside replaced with green. He was also taller than Cheetor and had his face looked more feline than Cheetor's.

Tigertron fired at Megatron, knocking him into the other Preds. Seeing this, the Maximals cheered and joined in on the action, forcing the Predacons to hide and cover from the assault. At that moment, Optimus came in flying and fired his shoulder missiles at the Predacons. Seeing no way out of this, Megatron made his call.

"Beast mode! Retreat, Retreat!"

Upon hearing their leader, Terrorsaur and Wazzpinator took off with Megatron. But Tigatron had a parting gift for them as he lifted up his right arm and a missile popped up from his forearm. He then fired at the retreating Preds as they went over a hill. But they could hear Megatron yelling 'blast it all' with the explosion. Hearing this made Tigatron smile with satisfaction as he then transformed into beast mode. Optimus then came in for a landing as he transformed into beast mode to talk with Tigatron.

"Greetings, Tigatron. I'm Optimus Primal, Maximal commander. You had us worried for a while. We didn't know if you made it."

Tigertron replied calmly.

"Almost didn't. The crash damaged my identity circuits. I didn't know who I really was or which side I was on. Until I saw you all willing to risk your lives to save us." He finished as he looked at the others, who changed into Beast-Mode.

"Well, we're just glad we came through. We could use another member of the Maximal force. Our ship, or what's left of it, is due south on another continent." Optimus told him.

But Tigertron had other plans.

"No, no. I'm sorry, but no. I am still more tiger than Maximal. Until my identity circuits restore themselves, I feel my place is here, in the wild with my kind. But you can count on my loyalty."

Optimus wasn't sure about it, but he knew that it was Tigertron choice and he couldn't change it. A fair leader is a good leader. Rhinox approached them with a stoic smile.

"Sounds good to me. Maybe you could get some scans of the frozen Grimm in the area for me."

"Yeah. We could use a scout up here. You know, in case the Preds get up to something." Added Rattrap.

It was indeed a good idea. With the _Axalon_ on _Patch_ and the _Darksyde_ in Vacuo, the Maximals need a set of eyes and ears in Atlas.

"Then it's settled. But I would like you to come to our base so we can give to an upgrade and a communicator so we can contact you better if either of us needs the other."

Tigertron thought about it and agreed with him. Despite his tiger instincts, he still needed a way to contact the Maximals in case something happened in Atlas.

"Very well. I would like to see more of what this world has to offer."

It was then Cheetor brought something up. Something involving what Megatron said.

"Hey, Big Bot. What did Megatron mean by 'this pod?'?"

Upon hearing Cheetor's question, Optimus' optics became wide with his gorilla body. And it was a look of sheer horror

"I forgot! There's another pod in Vacuo! And Ruby went with her team to get it."

This alarmed the Maximals, even Tigertron (who never even knew who Optimus was talking about.) Still, Tigertron voiced his mind.

"Then we must go and help them."

Optimus looked at him surprised. But before he could ask, Tigertron continued.

"I will not let one of my kind be twisted by the Predacons."

Hearing this, Optimus nodded and call for a Ground Bridge. At the same time, he hoped that Team RWBY was doing ok.

 **00000**

 _ **Vacuo: The second stasis pod...**_

The Lieutenant surveyed the area while the Desert Trio got the pod ready to be moved. This felt too easy to him. He was expecting some resistance to the pod or even at it, but so far nothing and that was making him wonder what the enemy was up too. He then heard something. Like something was falling. Looking up, he saw a girl with blonde hair falling towards them and before anyone could do anything, she crashed in the ground, the force of the impact scattering them away from the pod.

After Yang crashed down and scatter them, she went after Lizard. Lizard saw this and rolled out of the way of her punch while drawing his swords. He then got into a stance and charged at her. Yang saw this and charged, too. They were about to meet when Lizard jumped up, surprising Yang. He then came down in a swinging motion as Yang blocked with her forearms.

Yang then heard a "clang" and saw that the new arm guards saved her. Lizard was so surprised by the guards holding up from his attack that he failed to see the shotgun punch courtesy of Yang Xiao Long. Lizard fell to the ground, unconscious.

Yang looked at where Lizard swung at her arms and was surprised to see no damaged.

" _Ruby was right. If this was the old version, I might have lost my arms."_

Meanwhile, Scorpion was angry and happy at the same time. He was fighting a Schnee, who had appeared just after the blond. If he got his clamps on her, the sound she would make…

But she wouldn't get close to him. Weiss was annoyed that her attacks weren't working. Every time she fired ice or air at him, he would block it with his clamps. She then got in idea and decide to take a page from Ruby's book. She used a time glyph under here and brought out her new gun. She then ran around Scorpion firing at him from different angles and with no way to know where to block, he took everything. And when it stopped, he was about ready to fall.

Weiss then created a huge chunk of ice and hurl it at him, taking him out of the fight.

" _I guess having a gun on hand does have its advantages."_ Weiss thought as she went for the pod, unaware she was in a sniper's range.

As Snake was about to fire, Blake shot at her rifle, making her miss. Snake glared at Blake as she then turn her rifle into a spear and charged at her. As her spear went through Blake, she smirked. But it disappeared along with Blake. As Snake stood up, confused, she heard a beeping sound. She looked down and saw a cylinder on the ground just as it exploded. When the dust settled, Snake was lying on the ground while Blake walked towards the pod.

As the girls were heading towards the pod, Ruby was having a hard time against the Lieutenant. No matter what she tried, he was able to block it with his chainsaw sword. As Ruby used her speed to spin around him, the Lieutenant was somehow able to grab her and slam her to the ground.

When Ruby was able to regain her senses, she saw the Lieutenant looking down on her. She knew she had only one way out of this and that was the Matrix. Unfortunately for her, ever since she hit Scorponok with whatever she used in the forest, she couldn't feel it. It was if the Matrix had gone silent.

The Lieutenant then reached down, grabbed Ruby by her neck and lifted her up so he could look her in the eyes. He then walked over to the pod where the girls were waiting. Seeing the state Ruby was in, the girls were about to attack when the Lieutenant place his chainsaw sword next to Ruby's neck.

"Make any type of movement and she dies."

To prove his point he started the chainsaw part of his weapon. The girls looked at each other and did what he told them. The Lieutenant then looked at them all and smiled as he recognized two of the girls. Especially the black-haired girl.

"This must be my lucky day! I get a stasis pod, a Schnee, the girl Megatron's curious about."

He then let out a whisper so low, not even Ruby could hear it.

"...and the traitor."

As the girls tried to think of something to do, the pod beeped. Hearing this, everyone looked at it as it opened up. There was a flash of light and when it died down, there was a red Kangaroo there looking at everyone. Seeing the new bot, Ruby did the only thing she could.

"Help." She choked as the bot looked at her and the Lieutenant.

The bot then jumped over to them and kicked the Lieutenant, the kick strong enough to make him let go of Ruby. The kangaroo then spoke with an Australian accent.

"That's no way to treat a sheila, mate. I'm going to have to teach you some manners. Boomer Maximize!"

As he transformed, his kangaroo head became his shoulders while his kangaroo arms become shoulder pads and his hind legs became his robot legs. His inside metal was red and he had a head similar to Rattrap's, with the head part red with the top of the head part being brown. His chest had what look like metal armor that was grey and he was between Rhinox and Dinobot in height.

Boomer then drew his sword that had kangaroo feet for a hilt and got into a stance. As the Lieutenant got into a defensive stance, he saw a Ground Bridge open up and saw the Maximals, in Beast-Mode, run out of it.

The Lieutenant knew he lost and it was better to run then to fight a battle you can't win. He then ran to his ATV and rode off was the Maximals watched him run away. They knew they won the day, so the chase wasn't necessary.

Optimus then saw Ruby on the ground, breathing hard, and rushed over to her to help her up.

"Are you ok?"

Tigatron looked around with interest as Ruby began to recover.

"Interesting. We have gone from such coldness to such heat. This world is quite fascinating."

Seeing the looks on Team RWBY's and Boomer's faces, Optimus took the chance to introduce the tiger-bot.

"This is Tigatron. One of our new members. He's just with us to get the upgrade, then he'll head back to northern Atlas for the foreseeable future."

Boomer then stepped up, giving a two-finger salute as he introduced himself.

"Well good-day, mates. Name's Boomer. Sword master."

Optimus nodded as he looked at everyone.

"Good work, people. We faced a hard trial and in the end, we saved two of our friends. Ok let's go home. Also, grab those three. We'll give them to the proper authorities."

Heeding Optimus' orders, the group tied up the trio and entered an opened Ground Bridge for home.

 **00000**

 _ **Vacuo, Darksyde...**_

Cinder walked outside the _Darksyde_ with a smile on her face. With everyone so focused on the pods, none saw her leave. As she waited in a secluded area, she hoped that _She_ would help her out of this situation.

Cinder then heard a sound and saw a Grimm Jellyfish hover over to her. Cinder smiled upon seeing it and walked over to it.

"Be sure she gets this information." She told the Grimm jellyfish as she handed it a folder with everything she learned about the Transformers, energon, and above all else, the silver-eyed warrior. The Grimm took the folder and hovered off.

Cinder smiled at the sight and put a hand around her collar. She knew that it won't be much longer.

 **Well, I hoped you all enjoyed this chapter. I would like to thank Autistic-Grizzly for Boomer. Also, don't expect to see the Desert Trio again any time soon or at all. They were oc's just made for this chapter.**

 **Also, the new weapons are things that I think the girls could use in battle. With Weiss, her only long range attacks are with Dust, so I wanted something else so she didn't have to rely on it so much.**

 **Blake's explosives are something I thought would go well with her semblance. Leave a shadow and bomb, then when someone tries to get it, it explodes. And finally, Yang. Her new weapon takes care of a big weakness and that is someone attacking her arms while she's attacking. Remember Volume 3, Episode 11...**

 **Now, I had some people asked me about Salem. All I will say is that I have some ideas about her, but I I'm waiting to learn more about her before I do anything. Until next time.**

 **Editing done by: Dream Dragoness**


	12. The First Day Problems

"Talking"

" _ **Radio talk"**_

" _Thinking, weapon names, and flashbacks"_

 **Disclaimer: I do not own either Beast Wars or RWBY**

 _000000000000_

 **Chapter 12:**

 **The First Day Problems**

 _ **00000000**_

 _ **Team RWBY's Room...**_

As the morning sun rays rained into the girls' room, casting its warm light on the sleeping team inside. Weiss tossed and turned to trying to get out of the light until she had no choice but to get up. As Weiss stretched, she looked at the time. It was 7:27 AM. The Heiress remembered that she and the others got back around one in the morning. So about six hours of sleep wasn't too bad, but she still wished she got more.

But her thoughts drifted to last night and how Ruby was so close to disbanding the team over the bickering they were doing. Looking back on it, Weiss realized that Ruby was right. They were to be a team for the next four years and on their first assignment, be it from the Maximals instead of their teachers, Team RWBY broke down and argued with each other. If Ruby hadn't threaten them and forced them to focus, they would have lost the pod and, most likely, had been attacked by Grimm. She then thought back to how Ruby made sure everyone was safe even at the expense of herself.

" _She's a better leader then I could ever hope to be. I guess it's time to stop fighting her and start working with her."_

With the thought in her mind, Weiss got up and looked around the room. She saw both Yang and Blake still asleep in their beds. But when she looked to Ruby's bed, the young leader wasn't there. She heard the door to the bathroom open and saw Ruby dress in their school uniform. It consisted of a red plaid skirt, a brown jacket with a tan vest, a white shirt underneath, and a red ribbon around the collar. And as a personal finishing touch, Ruby had her signature red hood on.

Ruby saw Weiss and mumbled out a 'good morning' as she sat at one of the desks, deep in thought. This disturbed Weiss. Even though she hadn't known the young girl long, she had a strong feeling that this wasn't normal. Taking in a deep breath, Weiss approached Ruby.

"Ruby? What's wrong?"

It was Ruby's turn to sigh. It was a thoughtful, yet depressed sigh, though it clarified her emotions.

"I made a mistake yesterday and it nearly cost us."

Weiss tried to understand what she meant by it as Ruby continued.

"I should've had us all hit my opponent instead of meeting up at the pod. He overpowered me so easily. If it wasn't for Boomer awaking up when he did…"

She trialed off as Weiss got the picture. Weiss saw how much this was eating her up and she remembered when she compared Ruby to the Matrix the other night. Now Weiss was starting to regret it. Even though she couldn't see what could have happened had things been different, Weiss did make the attempt to comfort the team leader.

"It's not your fault."

Ruby, however, wasn't feeling any better.

"But it was. If only I could use the Matrix..."

And as soon as the words left her mouth, Ruby's eyes widened as she realized what she just said out loud. Weiss was also surprised since she wasn't expecting to her that. Forgetting about Blake and Yang, Weiss let out a shout that startled the two sleeping girls awake.

"What do you mean?! You can't use it!?"

The sudden shout practically made Blake jump from her bed. While Yang was just as startled, she was more tired as she yawed out her first words of the day.

"Hey? What's going on?"

Weiss looked at the two waking girls, mentally cursing herself for her outburst. She looked back at Ruby, who had a pleading look on her face. Pleading with her not to tell them. But Weiss ignored the look as she answered Yang.

"Ruby can't use the Matrix."

Hearing those five words, Blake and Yang became fully awake with concern.

"What?! When did this happened!?" Yang demanded, concerned for her little sister and the strange ability she had mysteriously acquired. Ruby saw the worried and concerned looks on their faces. She knew there was no choice but to tell them the truth. She just wished she had told Optimus first so they could run some scans on her. Ruby looked down at her feet, feeling ashamed.

"Since the Emerald Forest. After whatever I did to Scorponok, I just haven't felt like there was something there anymore. Not even the feeling of it being willing to help me when I need it."

The girls kept silent. After hearing Ruby's confession, each girl had a different thought on it. Yang was super-worried as the Matrix was such an unknown to everyone one. Blake wasn't sure what to think as she just started to study more about the Transformers and their history. Weiss was even more shocked than before. Not only did Ruby make a good plan last night on the fly, but she did it without the Matrix's help. Now more than ever, she was sure Ruby was the true leader of this team.

"Why didn't you say anything sooner?" Blake asked, trying to be the voice of reason.

Ruby shifted uncomfortably in her seat.

"I didn't want you guys to worry."

Yang went up to her sister and placed a comforting hand on her shoulder. Ruby looked up at her elder sister, wondering what she was going to say.

"Isn't this a good thing, though? I remember how scared of the thing you were. And now that's it gone. You should feel great, right?"

Ruby wasn't sure what to think anymore. On one hand, she was glad it was gone. Now she didn't have to worry about losing herself to it. But on the other hand, she felt alone. Like she had lost someone important to her. Someone who was always there for her and helped her when she needed it. Seeing that her team were waiting for an answer, Ruby spoke.

"You were right about it in the beginning. But after some time, it just felt right. Like there was always someone watching over me, helping me when I needed it. But now, I just feel...empty. Like there is something missing from me. And to be honest, without the Matrix, am I even really even able to lead this team anymore? I made a call that almost got us all killed. If the others didn't show up when they did..."

Ruby trailed off, afraid of finishing that sentence. Upon hearing Ruby's thoughts on the subject, no one knew what to say to her. None of them had ever felt the way Ruby was feeling at the moment, so they didn't know what they could say to her. Their silence was enough for Ruby. Sighing, Ruby stood up and made her way to the door.

"I need some air. I'll see you at class. And also... Weiss? Blake? You two should head to the Axalon. You both need medical scans so the CR chamber can help you if you get injured during a mission."

After Ruby left, the girls just stood where they were, unsure what to say or do. Even Blake wasn't even thinking about the medical scan possibly revealing what she truly was. In fact, after listening to Ruby, her scan was far from her mind. Weiss then broke the silence by going into the bathroom to get ready.

" _And once again, that dunce has thrown my world upside down. She didn't have the Matrix on that last mission, but still able to lead us. And she thinks she's not worthy to lead us."_

Even after Ruby's skill on the field, Weiss still thought of herself as a better leader.

 **000000**

 _ **Vacou: Darksyde...**_

Megatron was starting to think that being annoyed and ready to kill his men was going to be the new norm for him. Because once more, they did terribly. Not only did they lose both pods, the Desert Trio was arrested while the Lieutenant barely got away. Currently, he was looking at the Lieutenant from his command chair with the Predacons, some of the White Fang, Adam, Torchwick, and Neo watching the proceedings.

"Lieutenant. Not only did you fail to get the stasis pod, three of your comrades are now incarcerated while you fled with your tail between your legs. What do you have to say for yourself?"

Megatron leaned in closer while those presently watching whispered amongst themselves. Not wanting to incite the wrath of Megatron, the Lieutenant spoke, trying so hard to be careful with his words.

"The Desert Trio were knocked out and the pod released the Maximal inside. Then, the rest of the Maximals arrived on the scene. I was outnumbered and didn't see any other means of success. In addition, the mission was to get the pod, not to fight all the Maximals."

Megatron understood where he was coming from. Still, the Lieutenant needed to be punished. After all, if he let him go, his "allies" may think his power was nothing more than a crock. And the last thing Megatron needed is more insubordination.

"Be as that may, you still failed and lost your men. For that, you must be punished. Until I say otherwise, you are to organize all the Dust and energon we have gathered so far as well as polishing everything in our armory."

Megatron then let out a menacing growl at the Lieutenant that made the Faunus cringe in fear.

"Consider yourself lucky that I am in a generous mood. If this happens again, Lieutenant, you will lose than your rank."

The Faunus and present humans were shocked. The Lieutenant was being punished for things out of his control. And Megatron threatened him with his life. A threat Megatron wanted to act on, but retained himself for the sake of keeping the White Fang under his control.

The Lieutenant bowed before Megatron, mentally grateful that he was still alive. Though now he was wondering if it would have been better if he had been captured instead.

"Understood."

After the lieutenant left, everyone was ordered to return to their duties. Adam was about to leave the room when Torchwick walked by him and slipped him a piece of paper. Making sure no one saw this, Adam went to his quarters and looked at what the human gave him.

 _ **Predacon Information**_

 _ **Scorponok:**_ _Major yes-man. Will do whatever Megatron tells him to do. Has science skills, though not as good as Tarantulas. Seems he is now scared of "Little Red." Will stay with Megatron, no matter what._

 _ **Wazzpinator:**_ _Mostly stays in the back and follows orders. Somehow always fall apart in a fight, but can be put back together. Could betray Megatron if given a good reason._

 _ **Terrorsaur:**_ _Hardly loyal. Has shown desires to rule the Predacons. Will try to take out Megatron whenever he can get the chance. Could be trouble, even if he is on our side._

 _ **Tarantulas:**_ _The more brilliant scientist. Prefers solitude. Not sure why he joined up, but I feel he is hiding something from all of us. Not sure if he'll join us._

After reading this, Adam then burnt the note so no one could find it. He then laid down on his bed as he thought about what the Lieutenant told him when he returned.

 _0000000000000_

 _ **Flashback: The Night Before...**_

 _After the Lieutenant returned empty handed and lost the Desert Trio, he was sent to the brig for his failure. And with the mood Megatron was in, no one was going to say anything. As Adam walked to the Lieutenant's cell, he saw Scorponok standing guard._

" _Move." Ordered Adam._

 _Scorponok did nothing, angering Adam as raised his voice._

" _I said MOVE!" He repeated with more force._

 _It was then that Scorponok acknowledged him, though he remained in his place._

" _I am under strict order to not let anyone into this room until Megatron is ready to deal with him."_

 _Adam was ready to cut off the bot's head when Torchwick walked by._

" _But isn't the White Fang under Adam's control?"_

 _Scorponok pondered the question for a moment before answering with uncertainty._

" _Yes?"_

 _It was then that Torchwick laid the trap._

" _Then he should be able to get a few minutes with his man."_

 _Scorponok thought about it for a minute before answering again._

" _Megatron said 'no one is to go inside.' So that means_ _ **no one**_ _is to go inside."_

" _But what if Megatron ordered him to talk to the Lieutenant? To better understand what happened?" Torchwick countered, knowing it wasn't long before the scorpion gave in._

 _Hearing this, Scorponok became fearful. Though he still had his suspicions, could there be a chance that Megatron would ask him later and became angry?_

" _Then he would have to tell me first."_

 _Adam then stepped in, wanting to end this._

" _Congratulations. You have passed the test, Scorponok. It's good to see that you can still follow orders. Now, let me inside."_

 _Scorponok nodded and moved away from the door. As Adam walked in, he nodded to Torchwick, who was walking away._

 _Once inside the room, Adam saw the Lieutenant sitting on the cell's cot. Once he saw who entered the room, the Lieutenant stood up and awaited whatever Adam was going to say to him. Adam leaned against the wall as he asked his question._

" _What happened?"_

 _As ordered, the Lieutenant then told him everything. He even informed him about encountering Blake with the Maximals. Hearing this, Adam fell silent. The Lieutenant knew better than to press on about her. He knew what Blake meant to Adam and how sensitive it was for him. Finally after what felt like forever to the Lieutenant, Adam spoke._

" _Keep quiet about this. I don't want anyone outside of the White Fang to know about Blake."_

" _Why?" The Lieutenant asked, confused._

 _Adam answered with a stern voice and a cold glare beneath his mask._

" _Because if they find out one of our own went to the enemy, what do you think Megatron will do to us?"_

 _The Lieutenant shuddered at the thought and agreed to keep quiet. Adam straightened up and made his way to the door. He gave one last look to the Lieutenant before he left the brig._

" _Remember. None of the Predacons must find out about Blake. Until I say otherwise."_

 _00000000_

 **Present**

As Adam thought about Blake, he couldn't wrap his head around why she joined the Maximals. He kept his thoughts on her as he closed his eyes for a catnap.

" _One way or another, we will be talking again, Blake."_

 **00000000**

 _ **Beacon: Professor Port's classroom**_

Back at Beacon, it was 9 AM and the girls were in their first class with Professor Port. Port was a middle-aged man, around his fifties. He wore a double breasted burgundy suit with gold piping and buttons. His pants were brown and were tucked into his olive boots. He had gray hair and a gray mustache. And the thing that stood out the most for him was that he was slightly overweight and that his eyes looked like they are closed.

His classroom boards were filled with different types of Grimm and notes on each on one of them. Above the boards was an axe-blunderbuss weapon. And in front of the boards was the professor's desk with a bust of himself.

To say he was proud of himself would be an understatement.

As the rest of Team RWBY came in, they saw Ruby sitting in the front row and joined her. As they sat down, they were about to speak when Professor Port started his lesson, his loud, boisterous voice catching the attention of every student in the classroom.

"Monsters! Deeemons... Prowlers of the night! Yes, the creatures of Grimm have many names. But I merely refer to them as prey! Ha-ha!"

No one laughed at his joke.

As Professor Port continued on, Ruby got a headache that she remembered all too well. The next thing she knew, she was out of it. Weiss, who was sitting next to her, saw the far-off look on her face and got worried. Weiss quickly wrote a note and passed it to Yang.

" _What's wrong with Ruby?"_

Yang looked at her sister. She, too, noticed Ruby was looking a little off. However, it was a look she was familiar with and wrote back to Weiss, carefully sliding the paper to her so the professor wouldn't notice.

" _It's the Matrix. It's talking to her."_

Reading this, Weiss looked at Ruby, wondering what was going on in her head.

 **00000000**

 _ **Ruby's Mind...**_

When Ruby came to, she saw nothing but white. Her classroom had disappeared and her professor's lecture had been silenced. As she looked around, Ruby asked herself a question.

"Where am I?"

A sudden male voice from behind Ruby made the girl jump.

"We are inside your mind right now, Ruby Rose."

When Ruby turned around, she gasped. Standing before her was a red-white-and-blue robot that, although he would've towered over her in real life, was currently the size of a grown human man. Thanks to the Matrix and her conversations with the Maximals, Ruby knew all-too well who this robot was.

"Optimus Prime."

Optimus nodded. Though he had some sort of metal plating over where his mouth should be, Ruby could sense a smile coming from him.

"It has been some time, Ruby. How have you been?" he asked.

Getting over her initial shock, Ruby proceeded to answer Optimus' question. Though she also remembered a question of her own.

"I've been better. But there is something I've been wondering about."

Ruby didn't need to say anything more as Optimus had a pretty good idea what was wrong.

"About why you haven't been able to access the Matrix, lately?"

Ruby nodded in response. Seeing this, Optimus began to answer her question.

"Back in the Emerald Forest, you accidently used a failsafe move. It is where the Matrix uses its energy to blast your enemy."

"Like a Prime Blast?" Ruby asked him.

This caused Optimus to laugh.

"Yes. That is a good name for it."

He then continued, resuming his serious tone.

"The Prime Blast uses the Matrix energy to attack your enemies. However, because you have only recently discovered that you possessed it, the Matrix must recharge before you can use it again. Not unless you have full access to it."

Hearing this confused Ruby.

"I don't have full access?"

Optimus nodded to her.

"That's right. Until you take my test, you can only use portions of the Matrix. And when you use it, you must take time to let it recharge."

"Then when can I take the test?" Ruby asked.

Once again, Optimus Prime answered her.

"Not until I feel you are ready for the full power of the Matrix."

Ruby thought of what this meant. An idea came into her mind that made her grin widely.

"Then that means I'm a Prime-in-Training?"

She then saw herself with a gun similar to Optimus Prime's, gunning down both Predacons and Grimm alike. Now she really wanted to work on her new gun. Maybe even incorporate it into _Cresent Rose?_ How cool would that be if her scythe could shoot lasers instead of Dust bullets?

However, Optimus deflated her mood.

"No. More like a candidate to be a prime, if anything."

Hearing this caused Ruby to frown. She then decided to ask another question she been wondering about for some time now.

"Optimus? If I do get full access to the Matrix, will I still be me?"

Optimus knew this question was coming and it wasn't because of their connection to the Matrix. Instead, he knew because of his own experience. Ruby didn't know it, but Optimus could see her as an organic version of his former self: Orion Pax. He gently placed a hand on her shoulder and looked at her straight in the eye.

"I had the same fear when I first got the Matrix. But over time, I found out I was still myself. Just a little wiser than before. After all, haven't you found that you're a little wiser now than before the Matrix awoke within you?"

Ruby then thought about it and realized Optimus Prime was right. She was smarter than before. Whenever she spoke to her team, she spoke more like experienced adult rather than her formerly normal 14 year-old self. Not that she had a chance to think, it wasn't her team she acted to. She spoke similarly to Jaune and Coco on her first day at Beacon.

But as she remembered these moments, Ruby remembered what happened the night before. The arguing. The clashing personalities. Weiss' ice-cold prissiness, Yang's fiery temper, and Blake's shadowy, reclusive nature. Last night, Ruby was ready to give up on the four of them being a team and call on Ozpin to dissolve RWBY. If she was supposed to be a leader for both her team and for whatever reason she had the Matrix for, was she even qualified for the job when she can barely keep her own team on the same page? She looked to Optimus Prime, praying he would have the answer to her impending question.

"But Optimus. How do I prevent things like last night from happening again. Am I even a good leader without the Matrix?"

Optimus took his hand off her. He and the environment around them was becoming blurry.

"It seems we must part for now. But I can answer your question before your mind returns to the world. Whether or not you can be a good leader is all up to you. You alone can make the choices on which path you and those who follow you can take. But be sure to take the time to think of how your choices will affect the future. And above all, take good care of your friends. I sense they will grow along with you in the near future."

But before Ruby could ask, everything when white.

 **00000000**

 _ **Back in Reality...**_

When Ruby came to, she saw Weiss in her fighting clothes fighting a boarbatusk, a black boar Grimm with white bone armor. Weiss lunged at it, but her _Myrtenaster_ got caught by the tusk. As she tried to free it, the boarbatusk turned its head and tossed her weapon away from her before headbutting her away.

Professor Port called out to her as he stood to the side of the class, watching everything.

"Oh-ho! Now what will you do without your weapon?"

Seeing this, Ruby's instincts kicked in. She called out to Weiss as soon as an idea kicked into her head.

"Weiss! Let it come to you! Then shoot it in the stomach!"

Weiss nodded and pulled out the gun from its holster.

"A secondary weapon? A wise decision that may save your life one day." Professor Port praised her as the boarbatusk charged at her.

Weiss use her glyphs semblance to create some ice under the boarbatusk. Once it was ready, she slid under it while firing at its stomach. The boar-like Grimm squealed in pain as it collapsed. As it evaporated, Professor Port once again praised Weiss.

"Bravo, bravo! It appears we are indeed in the presence of a true huntress-in-training."

Gazing at the clock, Port spoke out to the class.

"I'm afraid that's all the time we have for today. Be sure to cover the assigned readings. And stay vigilant! Class dismissed."

Hearing this, Ruby got up and left the class in a hurry before her teammates could say anything. Ruby had to deal with what Optimus told her. And she needed some time and space to think.

0000000000

 _ **Beacon: Courtyard**_

After leaving Professor Port's class, Ruby had some free time till her next class. So she went to the courtyard. She sat on a nearby bench and began to think about what Optimus told her. As she thought about it, she failed to see someone walk over to her until a familiar voice broke Ruby out of her thoughts.

"What's with the look?"

Looking up, Ruby saw Coco, who was dressed in her school uniform, though she still wore her signature hat and sunglasses. Approaching her, Coco took a seat next to Ruby. Ruby put on a smile as she greeted the girl.

"Coco. How are you?"

Coco tilted her glasses so she could look at Ruby with her eyes. Even though she had only met her once, Coco could tell something was wrong.

"I should be asking you that? You're the talk of the school with how you took that shot for the heiress."

Ruby was surprised that people heard about that. She was unsure of what to say. After all, wouldn't anyone do that for their teammates? Coco then gave her a hard gaze.

"So? Why did you do it?"

Ruby wasn't one to lie. But she couldn't exactly tell Coco about the Predacons. That could get her involved in the Beast Wars. And to Ruby, four people knowing about it was enough already. Still, she was able to give her reason why she took the shot for Weiss, despite the heiress being hostile since the moment they've met.

"Because she couldn't get out of the way in time and she's my teammate. I couldn't live with myself if I didn't do something when I know I could have."

Coco analyzed Ruby's responses before smiling with satisfaction. This was the sign of a good, honest leader. So Coco voiced her opinion to the red hooded girl.

"I guess that makes you a good leader then."

Ruby froze with confusion upon hearing that. Then, upon remembering the night before, Ruby looked down to the ground sadly.

"Am I a good leader?"

It was then Coco's turn to be confused.

"What do you mean?"

Not looking at Coco, Ruby continued to explain in the form of a question.

"Can I be a good leader? Or will I get everyone hurt? Or worse?"

Coco didn't say anything for a bit. She didn't know what could bring something like that up after three days of official leadership. Whatever brought this, it was clearly affecting the younger girl. Coco took her sunglasses off and looked Ruby right in the eyes once again.

"I don't know what caused you to act this way, Ruby. But I do know you've shown the school something during your initiation. Not only did you impress the headmaster enough to get enrolled in Beacon two years early, but you were willing to sacrifice yourself for your teammates. A bad leader wouldn't care about their teammates, just themselves. But you. You jumped in without a moment's worry to take a shot for someone you didn't even know. In my eyes, you're already a great leader."

Hearing Coco praise her like this made Ruby tear up. Not with unhappiness, but gratitude. Here was a girl she only meet once praising her like this. Perhaps she was capable to be a leader if she was getting praise from an acquaintance. Grateful and having wiped away her tears, Ruby gave Coco a hug.

"Thank you."

Coco returned the friendly hug, glad she could help the girl. After she released the girl, she placed her sunglasses back on her face.

"Don't mention it, Ruby. If you need someone to talk again, just find me. After all, we leaders got to help each other out. One more thing, know your limits and the limits of your team. That will come in handy in the future."

Hearing this, Ruby nodded and the two girls went their separate ways.

Unknown to both of them, Ozpin was nearby, hiding behind a tree, and he had heard everything.

" _Hmmm… What could cause her to question herself like that when she hasn't even gone on a mission yet?"_ Ozpin asked himself as his questions surrounding Ruby grew as he took a sip of his coffee.

Perhaps a call to Qrow Branwen was in order. After all, he was her uncle and he knew Ruby better than Ozpin did. Still, there is a feeling Qrow himself might not know either.

However, seeing Ruby and Coco's interaction gave Ozpin an idea for a new project.

 **00000000**

 _ **Vale: Patch: Axalon...**_

While Ruby and the girls were at school, Rhinox was giving Tigatron and Boomer their upgrades. Currently, he was in the repair lab giving Boomer the last little bit of his upgrade after finishing with Tigatron earlier. As Rhinox place the new chip into Boomer, he heard Tigatron and Cheetor talking behind him.

"Are you sure you don't want to stay here? It would be great to have another cat around here." Cheetor asked his fellow cat bot.

Tigatron just shook his. His mind was already made up on the matter.

"I'm afraid I'm not ready to stay here just yet. I wish to see the beauty of this world with my own eyes. And to do that, I must travel its lands at my own pace. And I wish to return to my fellow beast kind."

Hearing this saddened Cheetor. Tigatron saw this and reassured him.

"But that doesn't mean we can't talk."

That brightened up the atmosphere at least a little bit. Rhinox smiled inwardly after hearing them as he closed up Boomer.

"There we go. Now you won't have any problems with your radio."

Boomer grinned as he examined his repaired gear.

"Thanks, doc. Can't wait to show those Preds what I can do."

Suddenly, the base shook. The sudden shock caused Cheetor to fall while Rhinox and Tigatron steadied themselves. Boomer had the advantage of being of being in a chair when it happened, though he still held onto the chair out of reaction. Not liking this, Rhinox was quick to give orders.

"The command center! Now!"

The four of them raced to the command center without any argument. Something was wrong if the base shook. Once there, they saw the others looking though one of the monitors.

"What's going on?" Asked Rhinox.

Optimus turned around and had a confused look on his face.

"We're under attack. But it's not from who you would think."

This confused the recent arrivals. Was it humans? Had they found their base? Optimus pointed to one of the monitors. Upon observation, the four were surprised to see two Beowolves on the _Axalon's_ roof, clawing at it, trying to get in.

"Are those...Grimm?" Cheetor asked as he rubbed his optics to make sure he wasn't seeing things.

Boomer and Tigatron looked at the Grimm curiously. They've heard about them from the Maximals (and Team RWBY for Boomer), but they had never seen one before now.

"Crikey! Are those the Grimm things we've heard about?"

Cheetor nodded at the kangaroo Maximal.

"That's right. Though they don't really bother us. Usually, they avoid us like a plague."

"Then why are the attacking us now, mate?" Boomer asked, confused.

As Cheetor tried to find an answer, Tigatron stared at the Beowolves. It was as if he was trying to understand them.

"Those creatures… they are not from this world, are they?"

"That's…. something we're trying to figure out." Optimus told Tigertron as another Beowolf landed on the roof.

To be honest, he wasn't sure where the Grimm came from at all. If they had come from somewhere other than Remnant, it must have been millennia ago since the humans had adapted to combating them rather well. But now was not the time to contemplate on the origin of the Grimm. Right now, there were Beowolves on the _Axalon_. Regardless of their tech, the Maximals were still at risk of a damaged fuel canister or the cliff the ship was wedged would breaking apart, sending the ship into the canyon below.

"Find out where they're coming from!" Optimus ordered.

Rattrap typed in a few commands as two new Grimm showed up.

The first one was a gorilla-like Grimm. It had the usual black skin and white bone plating here and there. It look like it was twice the height of any normal human and much more muscular. But the one thing that stood out for it was the glowing eye socket.

The second new Grimm was the weirdest and most dangerous looking one of them all. It looked like a mish-mash of stone and wood with a single-eyed mask on the main body. Yet according to the scanners, there was something else inside the massive golem-like creature.

Seeing the two, Optimus turned to Dinobot.

"What are they?"

After settling in with the Maximals, Dinobot took the initiative to study up on the Grimm in case something like this would happen. So he did some researched and asked Ruby and Yang about them to create a Grimm database for the Maximals. After a scan of each of the new Grimm, the results came.

"The ape is called a Beringel. Very strong and durable. It may take more power to put it down. The other is a Geist. A very dangerous type of Grimm. They are, in fact, ghost-like in an appearance. However, they have the power to possess objects to form a new body called a Petra Gigas."

With that, Optimus gave out orders.

"Cheetor. You, Tigatron, and Boomer take care of the Beowolves on the roof. Rhinox, Rattrap, and Dinobot. Take the Geist. But be careful. We don't know if it can take over our bodies. I'll deal with the Beringel."

With that, everyone rushed to their objectives.

Once outside, Cheetor, Tigatron, and Boomer easily took care of the Grimm on the roof. Remembering what Ruby had told them, the three Maximals were quick to get their weapons out and attack. Cheetor and Tigatron shot at the Beowolves with their blasters, while Boomer used his sword to decapitate the last one.

Meanwhile, Rhinox, Rattrap, and Dinobot were firing their weapons at the Geist. But the Geist proved to have greatest defense as it covered itself with its stoney arms.

"This is getting us nowhere!" Rattrap cried out as he dodged a stone fist.

Dinobot agreed if they did not do anything soon, the Geist would either possess them or crush their bodies with its stone body. However, he noticed something as they fought. Every time they fired at it, the Geist covered its face with its arms. They could attack anywhere, but the Grimm wouldn't flinch unless they were close to the mask. That meant one thing: its face was its weak point!

Thinking quickly, Dinobot rushed over to Rhinox, who was perfect for the plan he had in mind.

"Throw me at the Geist's face!"

Hearing this, Rhinox looked at Dinobot incredulously.

"Are you out of your mind?!"

"Maybe. But do you have any better idea?"

Dinobot had a point. None of them had a better idea. However, Rhinox hoped that Dinobot's hunch, whatever it was, was right. Rhinox disarmed himself, allowing Dinobot to approach. He then picked the ex-Predacon up and waited for a clear shot. As he waited. Cheetor and the others came to help and opened fire. As the Geist went to attack and defend, Rhinox saw his chance as tossed Dinobot with all hit might.

As Dinobot flew through the sky, he saw his target getting closer and pulled out his sword. Once the Geist saw Dinobot, it was too late. With a swift slash, the sword cut across the mask. The Geist struggled for a bit before the rocks fell apart. In an attempt to flee, the Geist discarded it's Petra Gigas from and began to flee. However, a quick shot in the face from Rattrap was enough to snuff out the Grimm for good.

Once it was over, Rhinox went up to Dinobot.

"You're crazy."

Dinobot just grinned.

"Sometimes, Crazy works."

Everyone then turned their attention to Optimus' fight with the Beringal.

Optimus was in Beast Mode and was fighting the Grimm in a gorilla-on-gorilla fight with the Grimm.

When he first jumped into the fray, Optimus found himself frustrated. Despite the size and proportions, the Beringal was faster than he thought. Each time he shot at it, the Grimm would dodge it until it got up in his face. Seeing that conventional means were out, Optimus transformed into Beast Mode and stated to trade blows with the Beringel in a gorilla-based fist fight.

Currently, the two were stuck in a grapple and neither one could overpower the other. However, the Beringel did something weird. It turned its head away from Optimus. It was as if it was listening to something. Or someone. It then for no reason released Optimus and fled. When Optimus regained himself, the Beringel was long gone.

As the others regrouped, Cheetor asked the question that was on everyone's mind.

"What the spotted heck was that all about?"

Optimus kept his eyes at where the Beringel escaped, answering Cheetor's question with a theory of his own.

"I don't know, Cheetor. But one thing is for certain: something... or someone... is controlling the Grimm."

Hearing this, no one knew what to say. This was a huge problem and none of them knew how to deal with it. They don't even how to tell the girls.

 **00000000**

 _ **Beacon: Glynda Goodwitch's Combat Class...**_

Meanwhile, back with Team RWBY, Ruby was feeling a lot better after her talk with Coco. As Goodwitch finish explaining everything to her class of what they are going to do, she then looked at them all.

"We have about ten minutes until the end of class. Would anyone like to volunteer for a practice match?"

Interested, a few students, including Ruby, raised their hands.

Seeing Ruby's hand, like Ozpin anticipated, Goodwitch picked her.

"Now then, for your opponent."

Secretly, Goodwitch was glad to see that Ruby her raise her hand. After what happened in the forest, she wanted to see how Ruby fought and try to figure out what really happened. Like Ozpin, she didn't believe in the story Ruby had told them and that she was hiding something. Hopefully, this training exercise will bring the truth out.

"Miss Goodwitch?"

Glynda looked over at Ruby, wondering what she wanted.

"If its ok, can I pick my opponent?"

Hearing this, Glynda wondered who Ruby had in mind. Out of curiosity mostly, she gave her permission.

"Very well. Who is it then?"

"Pyrrha Nikos."

Many gasped at hearing this. After all, Pyrrha was the best fighter in the whole school and very powerful at that. Even Glynda feared Pyrrha was too much for the young hooded girl.

"Are you sure about this Miss Rose? She is a world champion." Glynda warned her.

But then, she saw the look in her eyes. They said that she wouldn't back down and face the challenge head on. Seeing that she wouldn't change her mind, she looked at Pyrrha.

"Is this acceptable?"

Pyrrha thought about it and looked at Ruby. Why would inexperienced Ruby want to have a practice fight with her? Just like Glynda, she was very curious. And there was only one way to satisfy her curiosity.

"Yes."

Several minutes later, after the two girls changed from their uniforms into their own gear, the two stood in the area. Ruby got _Crescent Rose_ ready as Pyrrha did the same with _Miló_ and _Akoúo._ _Miló_ was a javelin, a Xiphos sword, and rifle; while _Akoúo_ was a shield.

"This fight will only last three minutes or until one of your aura levels are too low to continue."

Both girls nodded. With that, Glynda gave the signal.

"Begin!"

Normally, Ruby would rush in to offset her opponent. But this time, she used _Crescent Rose_ in sniper-mode. She fired off a few shots, but Pyrrha block then all. Then, Pyrrha return-fired. But Ruby used her semblance to move out of the way and moved behind Pyrrha. She then brought up her scythe and was about to swing when Pyrrha noticed and got out of the way.

As Ruby recovered from the missed swing, she looked at her weapon.

" _Something not right here. That should've at least come close."_

Ruby then went for another swing. Like before, she missed due to Pyrrha using _Akoúo_ to block it. Ruby got away from her and looked down at her weapon again in confusion.

" _I don't know how's she doing it, but she's moving_ Crescent Rose _around. If this keeps up, she'll have control of the battle."_

It was then she got an idea.

" _Unless…"_

Pyrrha was about to attack when Ruby did something no one was expecting. She spun around and tossed _Crescent Rose_ at Pyrrha. Pyrrha was so taken back by the action, she barely rolled out of the way. She looked over at Ruby, only to see she was gone. Pyrrha then felt something cut her right arm. She looked down and saw blood coming out of her arm. She looked back and saw Ruby with daggers that came out of her bracelets. These weapons were new, though she did see the bracelets on her before. But the weird thing about them was it looked like they were almost glowing.

Meanwhile, the students and Glynda were shocked by what Ruby just did and the fact that she made the invincible Pyrrha Nikos bleed. Pyrrha placed a hand to her wound to check to see if it was real. She was shocked to feel the warm blood against her hand. She then stood up and looked at Ruby with a smile.

" _It's been a long time since someone has made me bleed."_

Pyrrha smiled as she charged at Ruby. Ruby saw this and charged, too.

Ruby was at a disadvantage as Pyrrha was using a javelin, while she was using daggers. A disadvantage Pyrrha was going to take advantage of as she used her semblance on it. But to her surprise, it didn't work. Her surprise showed on her face.

" _Impossible! My semblance had never fail before."_

She swung at Ruby, who used her speed to dodge. Ruby thought to herself as she was forced on the defense.

" _I was right! She can't control Cybertron-based weapons. They're made from a different metal than the weapons on Remnant!"_

Her only hope was to grab _Crescent Rose_. Knowing it was now or never, Ruby used her speed to get to her weapon. But Pyrrha knew she would do that and used her semblance to move her weapon towards her feet, tripping Ruby. As Ruby regained herself after, she saw Pyrrha with her blade pointed towards her face.

"Do you yield?"

Pyrrha knew Ruby had no moves to get her out of this predicament. Ruby knew it to. But before she could do anything, the buzzer went off.

"That's time!" Announced Glynda.

Pyrrha and Ruby separated from each other as Glynda spoke to the class.

"Now then. All of you, off to your next classes if you have any. Miss Rose? Miss Nikos? May I have a moment of your time?"

As the class left, Ruby and Pyrrha approached their teacher.

"That was a very good fight, but I need to know one thing. Miss Rose, why did you throw your weapon away like that?"

Ruby shifted a little under Glynda eyes as she answered.

"Well... it was because Pyrrha was controlling it somehow."

Pyrrha was surprised at this. Not many people knew her semblance was Polarity. Magnetism manipulation. How did Ruby figure out her semblance from that one fight? Pyrrha proceeded to asked Ruby a different question.

"But how did you figure that out I only made small changes to your swings?"

Ruby turned to Pyrrha before answering.

"It's because you made the changes I figured it out."

This confused both Glynda and Pyrrha. Noticing this, Ruby proceeded to explain further.

" _Crescent Rose_ is a large weapon. When I swing it, I feel everything that moves against it. By changing its direction even slightly, I could figure out you did something to it.

This surprised Pyrrha even further while Glynda raised an eyebrow.

"Then why did you toss your weapon at her?"

Ruby shrunk a little as she answered.

"I needed a distraction to get in close."

Glynda nodded and understood. If your opponent can control your weapon, then the best way to defeat them would be with a distraction. It was a good plan, but it still had flaws.

"Very well. But you need more practice with those daggers. It is clear that they are new. As I have seen, you are more advanced at heavy weaponry rather than anything that small and light. That is why you should find someone to help you with it."

She then dismissed the girls.

"That is all."

Hearing this, Ruby and Pyrrha left as Glynda went over the footage again. The battle was recorded for future reference such as one needed to develop one's combat skills. Or in Glynda's case, to discover the mystery behind the silver-eyed girl.

" _There no way a girl her age can know these tactics and figure out a semblance that fast. Especially when Miss Nikos was adamant that her semblance be kept a secret."_

 **00000000000000000000**

Later that day, Ruby walked into her room. She was planning to check in on Tigatron and Boomer to make sure they were doing ok. Once she entered, she saw Weiss and saw the look on her face said 'we need to talk.'

"Hey, Weiss. How was your day?" Ruby asked her, hoping to avoid whatever talk Weiss had planned.

Unfortunately for Ruby, it didn't work.

"Don't try to change the subject. You have been avoiding us all day. And I, for one, want to know why?" Weiss told her.

Ruby sat down on one of the beds and sighed. As much as she wanted to, she knew she couldn't avoid it any longer.

"It's because of what happened last night."

Weiss raised an eyebrow in confusion.

"But the mission was a success?"

Ruby, however, continued, not caring that their mission was indeed a success.

"Barely. I was caught and you we're about to give up to save me. If it wasn't for Boomer, I might be in a lab as Megatron tries to find out about the Matrix. You could be a prisoner for ransom what with your connection to the Schnee family...or worse. And Yang and Blake would most likely be dead."

Hearing this, Weiss silently agreed. If it weren't for Boomer, their predicaments would have been most dire. But Ruby was wrong on one point.

"You're right. If I was leading, we would have be captured or worse. As much as I hate to say it, you're the better leader."

Hearing this, Ruby looked at Weiss with shock. She never thought she would hear Weiss Schnee, of all people, say that. Weiss continued to explain.

"Ruby. As a Schnee, I'm expected to uphold a high standing. I have to be the best in whatever field I go into and stay there. When I first met you, at first I thought you would only slow me down and hold me back. But now, after surviving both the Predacons and the White Fang with you leading us, I know now that I can't reach your level of leadership. And don't say it's because of the Matrix. You've proved last night that you don't need it. After all, we four huntress-in-training took down three White Fang members with little problem. And in regards to the Matrix, I was jealous of you having it. To have someone guide you when you need it and never get angry with you when you mess up. It's something I wish I'd had."

Ruby, didn't know what to say. Instead, she stood up and walked over to Weiss. Weiss wondered what she was going to do. She was shocked when Ruby hugged her. The hug lasted for about a minute before Ruby pulled away. Ruby smiled as she started to pull out a box from under her bed as she continued.

"Thank you. I needed to hear that. I've been beating myself up over what could have happened rather than focus on what did happened. You're a great friend Weiss."

Hearing this made Weiss a little teary-eyed. No one had truly called her a "friend" without an ulterior motive before.

But she did wonder what was in the box. When she asked, Ruby pulled out four metal blocks. She placed the blocks on each corner of the bed as she explained.

"Well, I thought we could make some more room in here. But in order to do that, we would have to get rid of the beds. So I thought 'let's turn the bed into bunkbeds.'"

Weiss was about to say something, but held her tongue. To be honest she always wanted bunkbeds when she was younger. Now it seemed to be the best chance to had one.

"Here. Let me help you." She told Ruby as the two of them place a bed on top of the metal blocks.

Weiss looked at the beds. There was barely any room between them. This caused her to frown.

"It's a little tight, don't you think?"

Ruby brought out her scroll and punch in something. Soon, the block lifted up the top bed until it was a good distance from the bottom bed and the ceiling.

"You were saying?" Ruby told her, smugly.

Weiss nodded in satisfaction. Ruby then turned to Weiss with a serious look on her face, making Weiss wonder what she was going to say.

"I call top bunk!" She yelled and jumped up onto said bunk with childish enthusiasm.

Weiss was taken back by her action, but soon composed herself.

"Why do you get top bunk?" She demanded.

Ruby looked at her with a smile.

"Because I'm team leader, that why. Also, I called it."

Weiss then jumped up and the two started to playfully fight over the top bunk, laughing.

 **00000000**

 _ **Unknown location**_

In an unknown, location where there were dark purple crystals everywhere and where everything looked like it was dead in some way, even the sky felt like death. A lone figure walked over to a Beringel, the latter bowing to this person. And on closer inspection, one could tell this was the same Beringel Optimus Primal fought earlier.

The person looked like a woman, but her skin was deathly white with deep crimson veins running all over. Her eyes were jet black sclera with blood-red irises. On her forehead there was an eye-like marking. Her hair was white with it shaped into a bun with six off-shoots with ornaments hanging from it. She wore a very long black dress that had red designs on it.

She soon reached the Beringel as she looked at it.

"Tell me. What did you learn about them?"

The Grimm answered her in growls and grunts. As she listened, she started to frown at what she heard.

"That will be all."

With a wave of her hand, the beast walked away. This left the woman alone as she gazed out into the distance.

" _So. Cinder was right. I must change my plans to take on these creatures. But if I'm not careful, it would bring...unwanted attention."_

 **00000000000**

 **Well, I hope everyone enjoyed this chapter. For this one, I just wanted to show the pressure Ruby was under and how she was allowing her mistakes to eat her up. And to show how the Matrix works inside of Ruby a bit.**

 **I also hope you enjoyed Salem's little part in this chapter. I plan to bring her in more so in the season 2, but she might make appearances here and there.**

 **Until next time.**


	13. Double Jeopardy

"Talking"

 **"** ** **Radio talk"****

 _"_ _ _thinking, weapons__ _ _names, and flashbacks"__

 ** **Disclaimer: I do not own either Beast wars or RWBY****

 ** **First off I would like to say sorry for taking so long, I didn't have my computer for a few mouths preventing me from writing. And second**** ** **I would**** ** **like to thank**** ** **Dream Dragoness for being my beta reader. On that note I am looking for a new beta reader if anyone is interested.****

 _ _000000000000__

 ** **Chapter 13:****

 ** **Double Jeopardy****

 ** **00000000****

 ** _ _ **Atlas**__**

A cool wind blew through a snowy valley as three bots continued on their way to their destination. A short while ago, the Axalon's sensors picked up a new stasis pod falling towards Atlas again. Luckily, this time it was in the southern part. Close enough to allow the Ground Bridge to work. Acting fast Optimus Primal, Dinobot, and Tigatron went to retrieve the pod.

As the three moved in on the pod, Optimus' thoughts were elsewhere.

After class the previous day, Ruby decided to talk to Optimus about her conversation with his ancestor, Optimus Prime. Needless to say, the Matrix was becoming more and more of a pressing issue.

 _"_ _ _So. The Matrix has a self-defense mode. And when Optimus Prime thinks Ruby is ready, he will test her to see if she can gain full access to his part of the Matrix. But...what would happen if she fails this test?'__

As he continued to think about it, he failed to noticed that he and his team walked right into a boxed cannon.

"Optimus. What do you think?"

Hearing Dinobot's voice, Optimus was quick to bring himself out of his thoughts before addressing the velociraptor.

"I'm sorry. What?"

Dinobot gave his leader a glare as he shivered from the cold.

"I asked about building a second base here if this is where the majority of the pods will land."

Having heard the question before, Tigatron had plenty to think about it. And he found it agreeable.

"I agree. It would work better if this is where our fellow Maximals will land. We would reach the fallen pods faster and bring them to sanctuary before even one Predacon catches wind."

Upon listening to the idea, Optimus Primal also found agreement. Things would be easier if there was a second base in Atlas. Maybe one in each of the four kingdoms of Remnant. However, there was an issue. They had not the resources nor the people needed to run a base. Sure, Tigatron could take over. But he also had his animal instincts to take care of.

"I see your logic in it. But we won't have the resources if the pods land in others places. I much as I hate it, we need to wait to see where the next pod will land. If at least one of them does indeed land in in Atlas again, then we will have to build a new base here and determine who will operate it. But for now, let's focus on this pod."

While Dinobot was satisfied, he hated the Atlas cold. Scales and snow do not mix well. Especially when the scaled being was part automaton.

"Then let us hurry. My servo fluids are within two degrees of crystallization."

Tigatron grinned at the statement before gesturing to his white coat.

"That is cause you weren't built for this weather like I am."

Dinobot snarled in retaliation as Optimus ignored them. Currently, he was contacting the __Axalon__.

"Base camp confirm our position. Are we near the stasis pod?"

 ** **000000000000000000****

Back at the __Axalon,__ Rattrap answered the call when it came on the console.

"Well, if it was a snake, it would have bite you. You should be within a few feet of it."

Hearing this, they looked around, wondering where this pod was. Tigatron looked up and saw that the pod crashed into the side of a cliff.

"There it is."

His call brought the attention of both Optimus and Dinobot, who saw the pod when Tigatron pointed at it. Optimus figuratively scanned the pod's placement as he spoke to his companions.

"We're in a few feet of it horizontally. Vertically is another story."

The sound of an engine caused the Maximals present to change their view to behind them as two drop ships appeared out of nowhere, both bearing the White Fang logo on the side. Joining them were the Predacon Terrorsaur and Wazzpinator. Seeing their quarry, Terrorsaur proceeded to mock them as per his arrogant personality.

"Seems some intrepid explorers had stumbled into a box-canyon. Let's close the lid, shall we?"

Optimus anger flared. This was going to be a tough fight. But before he and the other Maximals could transform, a missile flew past them. Looking back, Optimus saw Scorponok firing another missile. This time, the missile struck the ground, the sheer force slamming the Maximals to the sides of the canyon. As this was happening, the White Fang left their ships and approached the pod before attaching cables to it.

Seeing this, the Maximals were quick to transform and return fire. One lucky shot struck Dinobot in the shoulder, causing him to growl as he evaded photon blasts and Dust bullets alike.

"Our strategic disadvantage is considerable."

"But we cannot lose the pod!" Tigatron respond to Dinobot as he proceeded to fire (and purposely miss) the White Fang. However, his shots fail to deter the rogues from the pod.

It was then that Scorponok got an idea. Changing his target, he fired at the wall above the Maximals. The shot caused the snow and ice to get loose and fall on their foes. Scorponok laughed at his handy work while Terrorsaur saw this as the perfect time to claim the pod and the glory of obtaining it for himself.

"They're trapped! The pod is my trophy."

But as Terrorsaur turned his attention to the pod, he growled as the White Fang had already freed it and were taking it back to the __Darksyde__.

Optimus, at that time, was able to free himself from the avalanche. Upon seeing the Predacons leaving with the pod, he fired his jets and flew after the ships.

"The pod!"

Scorponok saw him taking off and figured he would be an easy target. As he took aim, Dinobot and Tigatron freed themselves and shot at him first, giving Optimus the chance he needed. He flew in front of the ships and activated his missile launchers.

"That pod's Maximal property!"

But before he could do anything, Terrorsaur flew up behind him and shot him in the back, causing him to fall and crash below. Terrorsaur grinned maliciously at his work before joining back with the fleet.

"Which the Predacons will gladly steal."

As the Predacons left, Optimus pulled himself up from the ground. Thanks to Terrorsaur's shot and the ground below, the Maximal leader sighed. He was too damaged to go after the pod.

The Maximals had lost this day and one of their own to the Predacons.

"Well that's just prime."

 ** **00000000****

 ** _ _ **Vale, Patch, Axalon**__**

Upon completing repairs aboard the __Axalon,__ Optimus proceeded to call a meeting with his fellow Cybertronians. As it was a school day, RWBY could only listen in via communicator, careful so as not to alert their teachers and classmates to what they were listening to. Especially during times when they have to take notes. They flinched as they heard Optimus' fist slam the table in anger.

"This makes three straight operations ambushed!"

The two teams cringed at the memories of the two jobs. The first operation the Predacons ambushed was a recon mission in Mistral to check out the safe rings there. One second they were fine, the next, Megatron was leading a charge against them. The second operation was when Team RWBY was checking out some energon readings in the Emerald Forest. Once they found it, White Fang jumped them and took all the energon before they could recover it. Now that they had lost a pod to the Predacons, the stress was beginning to strain them.

"Sounds mighty suspicious." Rhinox pondered as he thought on the situation.

"Like some rat is slipping info." Cheetor snarled, folding his arms.

As he was a rat, Rattrap became offended.

"Hey! I resent that!"

Realizing what he had said, Cheetor held up his arms in defense before apologizing to the rat.

"Oh, uh, sorry, Rattrap."

Making sure no one at Beacon was listening, Ruby pressed the button that allowed her to use her badge's transmitter to voice her thoughts.

"What if they have hacked our computers, somehow?"

Rhinox, however, countered Ruby's theory.

"No. They would have to have something attached to the Axalon to do that. And we would have found it by now."

As he listened, Dinobot cast his suspicions onto Rattrap as he remembered the duty roster for the day.

"It was Rattrap who lead us into the boxed canyon __and__ watched the radar when we were in Mistral."

This caused everyone to turn to him (or in RWBY's case, listen) in intrigue and confusion. Rattrap glared at Dinobot, just as suspicious of the former Predacon as he was of the Maximal.

"Hey! What are you trying to say, you big lizard head!?"

Ruby, hoping to chill the tension, brought something up, cutting them off.

"Then how did they know my team found the energon, Dinobot?"

There was a pause on that question. It was a good question, but Dinobot countered with another theory of his own.

"They must have been watching you and your team at Beacon and saw an opportunity to attack."

Dinobot then narrowed his eyes further at Rattrap.

"But the rat was involved in the other two operations! He is the leak!"

Rhinox, Cheetor, and Boomer stood from their seats, clearly not liking Dinobot's accusations.

"That's ridiculous!" voiced Rhinox.

Cheetor and Boomer nodded in agreement with Rhinox.

"Yeah! Rattrap wouldn't do that."

"Have you lost your marbles mate? You can't accuse someone without proof."

Struggling to keep her voice down despite her feelings, Ruby tried again to reason with Dinobot.

"Dinobot. We need more than just having Rattrap on the comms and radar to accuse him of being a traitor."

It was then that Optimus spoke something that surprised both teams, even Dinobot.

"Well I'm not so sure."

He then looked to Rattrap with a stern look.

"Rattrap. I want to have a word with you. In private."

The Maximals were surprised at what they had just heard, but Ruby had a feeling that there was more to this then what they saw.

 ** **00000000****

 ** _ _ **Vacou, Darksyde**__**

While the Maximals were fighting with each other, the Predacons and White Fang were waiting for their new comrade to appear. As they waited, the base's scanners activated as they scanned for a form for the new Predacon. Megatron spoke to Tarantulas, intrigued at what the new Predacon was going to be.

"Tarantulas. Have you identified a suitable life form?"

Tarantulas nodded.

"Yes. I have, indeed."

But what Tarantulas didn't tell Megatron was he set the scanners to locate a specific type of life form. A life form that Tarantulas, himself, would enjoy a great deal.

Completely unaware of this, Megatron gave his orders.

"Then begin scanning and replication."

Tarantulas obeyed and proceeded to type in the proper commands. They didn't have to wait long before the process was finished. As the pod opened, large Black Widow Spider Predacon crawled out. The new Predacon's body was mostly black while its legs were orange.

Seeing this, many White Fang members talked amongst themselves at the sight. Most with anxiety. As the spider walked away from the pod, it stopped in front of the crowd.

"Blackarachnia! Terrorize!"

The newly-dubbed Blackarachnia spoke with a female voice, giving the indication that it was female. As she transformed, she bore a feminine body with an arachnoid appearance. Her body resembled Tarantulas in style with spider legs on the arms and pincers for hands, but that's where it ended. Her lower legs were yellow in color like her arms were. Her upper legs and stomach area where black and her spider head was located at her lower torso. She wore what looked like a helmet that was black with the bottom part being gold with a line that went over the center of the helmet. Her face was yellow and she had black eyes. On her neck she had the Predacon symbol. But the thing that stood out for her was that her chest was yellow in color.

As the White Fang whispered among themselves, Torchwick whispered to Neo.

"A female spider, gee I wonder what he's thinking."

Neo released a silent giggle, knowing what Torchwick was talking about.

Blackarachnia then did some poses to test out her body, while some of the sicker White Fang members watched on as the rest talked to each other.

"Oh, be still my spinneret." Tarantulas said to himself as he gave Blackarachnia a good look over.

Seeing how he was acting Megatron, Adam, and Torchwick all figured out what really happened with the scanning process.

"Tarantulas." Started Megatron as Tarantulas knew he was caught. "I suspect an alternative motive behind your beast mode selection. However I'm sure Mrs. Arachnida shall make an excellent Predacon, Yeess."

"And we have the Maximals to thank for their donation." Added Torchwick as some people in the room giggled at his comment.

Seeing that Blackarachnia was out and about Adam went over to Megatron.

"Megatron! We should go over the new defence plans now."

Hearing this Megatron agreed, but he had couple things to take care of first.

"Terrorsaur! I want to go out and check the perimeter. Make sure that there is nothing wrong or suspicious out there. Scorponok and Torchwick please show our new member around the base."

Hearing his order Scorponok and Torchwick took Blackarachnia on a tour, while Terrorsaur transformed and flew off while grumbling about it. Seeing that they were gone Adam and Megatron brought up a map of the base and its surrounding area as they started to make plans.

 ** **00000000****

 ** _ _ **Vale, Patch, Axalon**__**

Meanwhile back at the Axalon Optimus was still taking with Rattrap in private and Ruby had to hang up to go to class. As they waited the others talked amongst themselves.

"Could Rattrap be a traitor, mates?" Boomer asked Cheetor and Rhinox since he didn't know him as long as the other two.

"Rattrap!? No way, he might be a pain to deal with sometimes, but he's no traitor." Cheetor defended as Dinobot joined the conversation.

"Then how have the Predacons and White Fang been able to ambush us so easily as of late?"

Hearing this no one had anything to say until Rhinox spoke up.

"Maybe Ruby was onto something with the Pred's hacking our systems."

"But we decode every transmission we send, how can they hack it?" Questioned Dinobot as no one had the answer for that.

But before they could say anything they heard Rattrap yelling and storming into the room.

"Get scraped Optimus! You think I was working for the Pred's! You got a whole nother program to run, you over sized buffoon." Said Rattrap as he told Optimus off as said bot walked into the room and wasn't happy.

Optimus walked pass Rattrap pushing him to the side as he face his crew.

"Maximals! Rattrap loyalty to us has been brought into serious question." Optimus told everyone as the other were surprised to hear this.

"Oh come on Optimus he's no spy." Rhinox told him not believing what he was hearing.

"The repeated ambushes of Maximal operations suggests otherwise. We'll see." Optimus told Rhinox as he turned to face Rattrap.

"Rattrap I'm ordering you on a solo mission. Your to search for energon in sector 12."

Hearing this the others even Dinobot were shocked to hear it.

"The lava pits!" Exclaimed Cheetor as he never thought Optimus would send any of them there without backup. "That's a death sentence Optimus. 12's one big energon storm, not even the humans here go anywhere near it."

"And within weapons range of the Predacon ship." Added Rhinox as Boomer and Dinobot stayed silent during this.

"Think of this as a test of loyalty." Optimus told them as he looked at Rattrap while saying it.

Rattrap got the message and wasn't happy about it at all.

"Thanks for nothing, __Comrades.__ " Rattrap told them as he said comrades like he didn't mean it. "I'm blowing this taco stand. Beast mode."

And with that Rattrap walked out of the base towards the ground bridge. Once he was gone Rhinox turned to Optimus.

"I know you're hot about losing the pod, but you don't really think…" But Rhinox couldn't finish what he was saying as he couldn't bring himself to say it.

"This mission should answer that question. Once and for all." Optimus told him as no one knew what to say, even Dinobot was surprised by how Optimus was acting.

 ** **00000000****

 ** _ _ **Sector 12**__**

Sector 12 was in Vacuo, but it had nothing to offer anyone as it was just lava pools and rivers. So the government just left it alone since you had to be crazy to live there or even visit it. As Rattrap traversed the land he saw nothing of worthwhile. He then contacted the base to let them know what he didn't find.

"Maximal command, this is Rattrap."

Back at the Axalon Optimus answered his call with the others standing nearby to see what would happen.

"My recon __mission__ indicates nothing here, but melting rock. You happy?"

"One more sweep Rattrap then bring it in." Optimus told him as the others started to think that Rattrap wasn't the traitor.

But little did any of them now the Predacons somehow intercepted the transmission and were listening in.

"Check sector 12.8 by 1229." Optimus told Rattrap as the line went dead.

The White Fang and Predacons nearby looked at each other before one spoke up.

"Let Terrorsaur now, he's the closest the Maximal."

But Wazzpinator wasn't sure. "But if Terrorsaur succeeds then we won't hear end of it." Hearing this the others agreed with him.

"That's if he does succeeds." The first one told them as they understood what he meant and went to contact the flyer.

Back with Rattrap he continued to check the area unaware of the danger that was getting closer to him. As he finished in the area he contacted the base once more.

"Nope, no activity here, energon or otherwise."

But it was at that moment that Terrorsaur flew down and hit Rattrap knocking him over and the flying Pred turned around for another run at him.

As Rattrap gained his bearings as to what hit him and got worried. "Whoa scrap that last report, engaging Terrorsaur." He told the others as Terrorsaur transformed and fired at him while he transformed as well and returned fire.

Back with Maximals they heard everything since Rattrap forgot to turn off his comm's.

"His comm link still open and he's under attack." Rhinox said out loud as he then looked over at Dinobot. "Told you he was no spy."

"Then let's not waste any time, and get our mate out of there." Boomer told the others only for Optimus to stop him.

"No! Let's see what happens."

Hearing this the others were shocked since they never thought Optimus would never say something like that.

Back at the battle, Rattrap just couldn't hit Terrorsaur, as the Pred just flew out of the way each time.

"Your marksmanship is unimpressive." Teased Terrorsaur, as he then activated his laser eyes and fired at the ground before Rattrap as he made his way up towards him.

Rattrap was frozen as the blast hit him knocked him into a rock. As he tried to regain his senses Terrorsaur kept up his attack as he fired at a large rock above him. The rock then started to fall over as Rattrap could only look up in fear.

"Oh no!" Was all he could say as he rolled out of the way in time, but as soon as he was clear Terrorsaur pinned him to the ground with his foot as he lined his gunned up with Rattrap's head.

"Prepare to terminate Maximal!" Terrorsaur told him as he was about to pull the trigger when Rattrap said something that shocked him.

"Wait! I beg for mercy."

Everyone hearing this was shocked, but the Maximals hearing this were the most shocked of all.

"What?" Rhinox said as he voiced everyone's option on the situation, expect Dinobot. He always thought Rattrap would do something like that.

"Mercy?" Started Terrorsaur as he wasn't sure if he heard right. A Maximal begging for mercy wasn't uncommon, but these Maximals were different for others he meet in the past.

"At what price?" He asked the rat wondering what he could get out of it. He then got off Rattrap as Rattrap got up himself.

"You name it, I got no links with the Maximals anymore. I'm a free agent." Rattrap told Terrorsaur.

"Well, well, finally a Maximal with logic circuits. Very well, I will spare you, in exchange for certain considerations."

"Alright, what do I got to lose. I'll do whatever you say. I'll even become a Predacon." Rattrap told his new master, while the other Maximals couldn't believe what just happened.

"Rattrap! No he couldn't." Cheetor said in disbelief of the situation.

"Will you still defend your friend or will you see him for what he is a traitor?" Dinobot asked as Rhinox countered him.

"You're a fine one to talk. Rattrap wouldn't…" But he couldn't finish cause he wasn't even sure anymore.

Back with Rattrap he looked down at the Maximal symbol on his arm as he waved his hand over it changing it into a Predacon symbol. He then changed into beast mode awaiting Terrorsaur next command/move.

Terrorsaur then started to laugh as the other heard it through the open comm shocking everyone there.

 ** **000000000****

 ** _ _ **Vacou, Darksyde**__**

Adam, Megatron, Scorponok (both of them in beast mode), and several other White Fang members were looking at a 3d model of the Darksyde as they move objects onto and around the model.

"If we place guard towers in these points we can catch the Maximal before they attack our base." Adam told Megatron as Megatron thought it over.

But Scorponok didn't like it at all. "Why should we waste of resources on these towers when we have scanners to do that job?"

"How well have the scanners worked in the past keeping the Maximals out?" Countered Adam as he continued his point while Scorponok shake in anger at the comment.

"With these tower we can see them with our own eyes, warn the base and engage them before they get too close."

Megatron thought it over and saw his points on the matter. "I agree with you Adam, these towers can be very useful in the future." He then turned to looked at a White Fang member who specialty was engineering. "How long will it take to build these towers in their locations?"

The member looked at the map and thought about it for a bit.

"Well we first need to check the area to see if the ground if safe to build on. That will take a day or two at most. Then we got to break ground and build up the towers. And depending on the scale and what you want in it will affect how long it takes. And finally if we are attacked it will take even longer. All in all without specs and knowing what we're building with who knows?"

Hearing this Megatron wasn't happy as he wanted a real answer, but even he understood were the man was coming from. Without plans and even with a Maximal attack building the towers would take time. But before he could speak the intercom went off.

"All Predacons report to the bridge." Said Terrorsaur voice as the comm's went died.

"What is that fool doing this time?" Megatron mostly asked himself.

"Let's find out." Adam told them as the three of them left the room and headed to the bridge.

Once there Adam stood in the back as he waited for the fool to show up and started flapping his mouth again. Soon said bird appeared on a hover pad with a cage rising beside him. Looking inside the cage he saw it was the Maximal called Rattrap in there and now he was really wondering where this was going.

"Hear me Predacons, I present to you with that will tip the balance of power in the battle against the Maximals and their allies." Terrorsaur told the others as he covered the cage with his wing to hide what was inside.

"I present you my lieutenant… Rattrap." He told the others as he lowered his wing to show the others Rattrap to them all, as Rattrap just waved at them.

"With the added power of Blackarachnia, who was retrieved by my skills…" Terrorsaur told the others as Rattrap pointed at him and then towards himself when he said more.

"And Rattrap who has sworn personal loyalty to me!" He said as Rattrap just saluted behind him.

"We shall defeat the Maximals and those who have joined them. But my gifts to you do not come free." Terrorsaur told them as Rattrap wagged his finger at them all.

"In return, I shall become your leader." Terrorsaur finally finished as no one in the room said anything for a minute because they couldn't believe how stupid Terrorsaur was.

Finally the silence broke when Megatron had enough. "You toad sniveling toad, this Maximal isn't your lieutenant, nnooo, he must be a spy, yessss, he can't be trusted…" But he couldn't say anymore as Rattrap left his cell and short circuited his systems causing him to fall to the floor.

But before Rattrap could say anything Adam had already drawn his sword and placed it next to his neck.

"Tell me rat why shouldn't I kill you right here and now?"

Rattrap was about to say something, when Terrorsaur cut him off.

"Unhand my lieutenant Adam! He has knowledge that we need in order to win the beast wars."

Adam blade held steady neck to Rattrap's neck as Rattrap started to sweat a bit.

"I am your leader!" Terrorsaur yelled at him only for Tarantulas to step in.

"Maybe it would be best if we send the rat and Megatron away for a bit and let clear heads talk."

Hearing this everyone agreed as the two were placed in separate cages and sent to the prison level. Once they were gone Adam started to walk away.

"Where are you going?" Asked Wazzpinator as Adam stopped for a second and answered him.

"I've got better things to do." He told him and went to meet up Megatron. After all he isn't some who lets himself he caged in his own cage.

 ** **00000000****

 ** _ _ **Vale, Patch, Axalon**__**

While the Predacons were talking about what to do the Maximals were doing the same thing.

"What do you mean go after Rattrap? You mean rescue him?" Cheetor asked Optimus unsure what he meant by 'get Rattrap'.

"Why? Let him go." Rhinox told Cheetor like someone ripped out his spark.

Hearing his crew's opinions on the matter Optimus explained himself.

"He's too dangerous a weapon to fall into Predacon hands."

Hearing this everyone understood what he meant. Rattrap has knowledge on the base, themselves, and how their systems work.

"Agreed he should be neutralized and returned here to answer for his treachery and to be brought to justice." Dinobot told the others.

Optimus then looked at the time and then to Boomer.

"Contact Ruby and her team, their classes are over for the day and we're going to need all the firepower we can get."

Boomer nodded as he told Optimus what he thought. "Ok, mate. But you do know that Ruby will never go for punishing Rattrap. It's just not in her."

Optimus closed his eyes when he heard that. That was true Ruby couldn't or rather wouldn't kill her enemy, unless it was a Grimm. It wasn't who she was.

"I know. But we'll cross that bridge when we come to it. Bring them in."

 ** **00000000000****

 ** _ _ **Vale, Beacon**__**

As Team RWBY walked into their room, Yang jumped onto her and Blake's bunk bed and just laid down while the others put their stuff away.

"Aw I thought this day would never end." Whined Yang as she sat up and faced the others. "If I'd known that classes would be this boring I'd would have skipped and hung with the guys."

Hearing this Weiss just huffed at her. "These 'boring classes' as you call them will help us in the future in some form or another."

"Yeah? Then what about Port's class? How will that help us someday?" Countered Yang as Weiss had nothing to say since Port did love to tell long winded stories a lot.

While Weiss and Yang were talking Ruby was checking her messages on her scroll wondering what was going on with the others. Blake saw this and went up to her.

"Everything ok back at the base?"

Ruby looked at her, before sighing. "No. Dinobot seems to think that Rattrap is a spy and now even Optimus thinks it. But I have this weird feeling it's just an act."

Hearing this Blake wasn't sure what to say as she wasn't even sure if Rattrap was innocent or not. Then Ruby scroll went off.

"Hello…. Boomer what's going on…. What! What do you mean Rattrap joined the Predacons." Hearing this the girls all listened in on Ruby's conversation.

"I see…. Ok we'll get our gear and be there in a few minutes." She told Boomer and hung up her phone. She then saw the others looking at her.

"I'll explain on the way." She told them as they went to get their gear from their lockers.

 ** **000000000****

 ** _ _ **Vacuo, Darksyde, prison level**__**

As Megatron's and Rattrap's cells hanged above a pool of lava both said nothing to the other as neither had anything useful to say to the other. Soon Rattrap broke the ice.

"So, you just going to sit there all day or what?"

Hearing this Megatron looked over at the rat. "Whatever do you mean?" He asked back as Rattrap gave him a blank look.

"Yeah right you probably got some way to get got of this cell. You're not the type to let that happen."

Megatron just chuckled at that.

"You are right about that." Megatron admitted.

"Computer, process voice recognition command."

Soon the ship's computer activated and gave a few beeps. "Megatron confirmed."

"Open cell and summon platform." He told the computer as the cell open and a platform came down with Adam and another White Fang member following it.

"Adam what are you doing here?" Megatron asked as he stepped onto the platform.

"Waiting for you to get out. You're not the type to sit in your own cell."

Megatron chuckled at that. "Yes, a wise tyrant always ensures his prisons are designed for his personal escape." He told Adam as he looked at the man he brought with him. "Who is this?"

"I brought him to watch the rat." Adam told him as the man made himself comfy.

Megatron smiled at that. "Aw Adam once more you show you're cunning and foresight." He praised him as the two left the prison level leaving only Rattrap and the guard.

As the two just stood around Rattrap suddenly transformed and pulled out a box from his forearm.

"Hey what are you doing!?" His guard questioned as he pointed his gun at him.

"Just cool it, this here is a game system. What to try it?"

The guard looked at the box and couldn't tell if it was a game or not. Cybertronian tech was so weird.

"No, but give it here anyways." He told Rattrap as tossed him the box. He caught it but heard a beeping noise coming from it. Before he could say anything it released gas knocking him out.

"Aw the old gas box trick, never fails." Rattrap said to himself as he looked at the lock. He then change the Predacon symbol back into the Maximal symbol and opened up his other forearm revealing a lock picking kit. He then grabbed a tool and started to pick the lock.

The door then opened for him as Rattrap then looked for a way out of the prison level. He then saw an air duct to his right and knew that was his only way out, the only problem was the bar in front of it. Rattrap then climbed onto the top of his cell and looked at the air duct. He then jumped with all his might and was able to grab onto one of the bars. Then using all his strength he pulled himself up and slipped through the bars and started to walk down the duck.

Little did Rattrap know,Mercury was watching his escape with his scroll in hand. "Cinder. The rat's on the move."

" _ _Very good."__ She told him as he wondered what her plan was.

As Rattrap moved down the duck he pulled out his gun and checked every direction. He couldn't be too careful here, a Pred or a White Fang could pop up at any moment. He soon reached an intersection and was unsure which way to go.

"I will not follow you!" Yelled Scorponok startling him. As he looked up he saw the shadows of both Scorponok and Terrorsaur above him. "Megatron is our true leader."

"Enough! I am your new leader." Countered Terrorsaur as Rattrap had about enough of him.

"I would rather follow Adam then you!" Yelled Scorponok as he stormed away.

Seeing that the meeting was close to ending Rattrap knew he had to move fast. But he still had the problem of knowing which way to go. As he looked around he then looked down and saw a fellow rat walk by him. He then figured what did he have to lose and followed his fellow rat while making sure no one knew he was there.

 ** **000000000****

 ** _ _ **Vacou, Darksyde**__**

Meanwhile the Maximals (with the bots being in beast mode) arrived at the Darksyde took cover near some rocks while they waited to attack and get Rattrap.

"Well what are we waiting for?" Asked Cheetor as he wasn't for one to wait around as Yang felt the same way he did.

"Yeah let's go bust some servos and break some legs."

Weiss just shook her head at hearing this. "You been spending too much time with Nora and I didn't even know you knew what servos meant."

Hearing this, Yang just glared at the heiress.

"Calm down all of you." Optimus told them as he gave them a mini glare. "We attack on my command."

"Then what are we waiting for then?" Ruby asked him as the others wondered the same thing.

"The right moment." Was all he said as he looked towards the enemy base.

Back with Rattrap he was continuing down his path as he came up to an end.

"Scanning for Maximals frequencies."

Hearing this rattrap took a step back and looked down and saw a White fang member working at a terminal. From what Rattrap could see it looked like he was trying to see if he could intercept any comm traffic.

"Scanning frequencies… none detected." Reported the computer as the White Fang member shrugged and walked away from the terminal after turning it off.

Seeing that the cost was clear Rattrap jumped down and walked over to the terminal. He then put his gun away and opened up the base part of the terminal and saw a Maximal chip inside. Rattrap then took the chip and then gave it a once over to make sure it was the real deal.

"A Maximal chip, no wonder." He said to himself as he was about to leave, but then he heard something.

"Please help me"

Hearing this Rattrap pulled out his gun and looked at the source. Slowly coming into the room was Cinder, but looked like she went through a hard fight.

"Please help me." She begged as she fell to the floor. Seeing this Rattrap rushed over to help her.

"Who are you and what are you doing here?" He asked her as he helped her up a bit.

"Please! Theses monsters, they put this bomb around my neck. They're forcing me to do hard labour and other horrible things." She told him as Rattrap caught that she avoided his questions.

"Ok let me take a look at it." He told her as he looked at the device around her neck. Upon a quick inspection of it Rattrap saw it had enough explosives to blow her head clean off.

"Hey how did they put this on anyway?" He asked her and he checked it out.

"They put it on from behind." She told him as Rattrap raised an eyebrow at that.

Megatron or any of the Pred's wouldn't do that. They would put it on the front right in front of them to make them scared. So why did they put it on this way? Rattrap knew he had to move fast, the longer he was gone the more likely his cover would be blown. With that in mind he made up his mind.

"Ok I think I know what to do." He told Cinder as she smiled hearing this.

 _'_ _ _I guess the Maximals are as stupid as I heard.'__ She thought as she then felt something hard hit her from behind before she blacked out.

Rattrap looked down at her as he knew there was something up with this girl. He then turned her over so he had a clear view of her face and then took a picture of her to figure it out later.

He then looked back the way he came in, but saw it was too high a jump. So he figured he would see where the nearby door would take him. As he walked through the halls making sure no one saw him, he was getting worried that he might get caught.

As he thought this he fail to see a security wire as he walked through it. The next thing he knew he walked right into an energon web as the nearby computer system spoke up.

"Warning unauthorized access to restricted zone."

Hearing this Rattrap now knew he had to act fast or else his cover would he up. As he struggled he heard the computer repeating the same thing. Luckily all that struggling loosened him and Rattrap was able to get a knife out from his wrist and cut himself free.

'Better hurry before the Pred's or a certain spider show up.' Rattrap thought to himself as he rushed back to his cage.

When he made it back he saw his guard still asleep and gave a sigh of relief. He then jumped to his cage and started to get back inside.

But at that moment Tarantulas walked over to him via the air duct in beast mode.

"So, the juicy rat has been running his maze." Started Tarantulas as he laugh gaining Rattrap attention. "Not for long Tarantulas.."

But as he was transforming Rattrap shot hit destroy the bars and knocking the spider back quite a bit. Seeing that the problem was dealt with Rattrap got into his cell and closed the door.

"Time to join the party you big ape." Rattrap said to himself as he pressed a button on his chest plate. Meanwhile Tarantulas laid on the ground chest smoking black as he withered in pain.

 ** **000000000****

 ** _ _ **Outside the Darksyde**__**

As the others waited for Optimus to say go, they killed time as they sat around and talked quietly to each other. But then Optimus chest beeped gaining their attention.

"Hey what's that?" Cheetor asked Optimus wondering what it was.

"Sounded like someone was trying to get a hold of you mate." Boomer added, but Optimus paid them no mind.

"We attack now! Maximize!" Order Optimus as the bots transformers and the girls readied their long range weapons. Soon they were all firing at the Darksyde Optimus with his wrist cannons, Cheetor, Rhinox and Weiss with their guns, Dinobot with his eye lasers, Boomer with a shotgun, Ruby with __Crescent Rose__ , Yang with __Ember Celica__ , and Blake with __Gambrel Shroud__.

Inside the base the others were shocked around from the surprise attack.

"Maximal attack!" Wazzpinator reported. Hearing this the White Fang were rushing to get their gear to repeal the Maximals.

"Why weren't we warned by the code breaker? Where's Tarantulas?" Demanded Terrorsaur.

"Maximal code breaking deactivated. Shields damaged" Answered Wazzpinator. Hearing this Terrorsaur started to panic as Megatron and Adam came down to him.

"Well, __leader__ , how shall we respond?" Asked Megatron as Adam eyed him wondering what he was doing, while Terrorsaur looked on in shock.

"Megatron, you will… you will allow me to lead?" Terrorsaur asked in him disbelief.

"A wise tyrant always allow a fool to take the lead in a crisis." Confirmed Megatron as he softly laughed to himself, as Adam looked at him like he lost his mind hearing this.

"Megatron you can't be serious. I would rather follow Torchwick into battle then Terrorsaur."

Hearing this others agreed with him, even some of the Pred's joined in to.

Hearing these people doubt him so much made Terrorsaur furious at them. "Oh yeah! Well watch this then. Release my Lieutenant, and all force prepare to show these Maximals and their humans pets what happens when they mess with us. Predacons Terrorizes, White Fang to arms!"

And as soon as those words left his mouth the Predacons transformed and the White Fang armed themselves and rushed into battle.

Once outside they opened fire on the Maximals. As they rushed them both sides tried to gain the upper hand, but neither could seem to get it. As Ruby looked at the enemy's' position, she saw that they were close together and she then got an idea. She then called over Rhinox and Yang as the two fired at the enemy as they got close to her.

"There's too many of them." Rhinox told her as he fired his machine guns at them.

Ruby quickly ducked down to avoid a shot. "I know, that's why I want you two to do the meteor."

Hearing this Yang grinned as she was waiting to use that combo move with Rhinox, but Rhinox on the other hand wasn't so sure.

"Are you sure about that, it could backfire badly if we do something wrong?"

"I know." Stared Ruby as she fired a couple more shots. "But do you have any better ideas?"

Rhinox shook his head no as he blast Wazzpinator once more with his guns taking him out of the fight. He then put his guns away and put his hands together and nodded at Yang, who just grinned and waited for the word from Ruby.

"Meteor!" Yelled Ruby to alert her friends at what they were doing as Yang ran at Rhinox and once she was close enough jumped onto Rhinox's hands as he tossed her into the air as hard as he could as she shotgun blast herself up higher. Once she was in the air she looked for the biggest pocket of enemies she could find as gravity took over once more. As she neared the ground she cocked her fists back and once she was there, she slammed them into the ground creating a shockwave knocking many of the White Fang all over the place.

Meanwhile Cheetor was facing off against the new Predacon. As he watched her slowly walk towards him he opened fire on her. As some shots missed two connected taking off her spider legs, but she still walked forwarded like nothing was wrong. Seeing her reaction freaked Cheetor out a bit allowing Blackarachnia a chance to strike. But as she went for a kick Blake came out of nowhere and kicked her and then slashed her with her blade forcing Blackarachnia to retreat. As Blake was about to say something to Cheetor she saw someone she wished she didn't.

Standing a few feet away was Adam as he drew his blade as he slowly walked towards her and Cheetor. Blake was frozen in fear, she had this type of dream ever since she left him on the train and now it was coming true. But before he could take another step Boomer took a swing at him, forcing him to stop.

"Good day, mate. Care for a spar?" Boomer asked him as he took a stance, as Adam just looked at the Maximal in front of him and then at Blake. He saw the fear in her eyes and he then he looked at his opponent and smiled.

Adam then rushed at Boomer and swung at him only for the bot to block it and push forward making Adam take a step back. Adam then quickly pulled his sword back making boomer fall forward a bit. Adam capitalized on it as he thrusted his sword forward, but Boomer saw it coming and sidestepped it. The two then separated as they studied their opponent looking for an opening to exploit.

Adam then once more rushed forward and did a one handed swing only for boomer to block it again. But when Adam brought up his hilt revealing that it was also a gun. Seeing this Boomer's eye widen in surprise as Adam pulled the trigger hitting him right in the right shoulder forcing him back and to a knee.

"Yeah damn wanker, where's your pride as a swordsman?" Question Boomer as his internal repairs started.

Adam just took a step forward with a neutral look on his face. "I do whatever it takes to win. And my pride is being a Faunus, not a swordsman."

Hearing this made Boomer sigh. "It's such a shame mate. You have the skills to such a great swordsman, but you waste it on being a terrorist."

Hearing this made Adam glare at the downed bot, as he then rushed at him to slice his head off clean off. But at the last second Boomer bent backwards allowing the blade to safely go over his head and at the same time he slashed his sword upwards slashing Adam across his chest. Feeling the pain on his chest Adam fell forwards and rolled on the ground, when he got up he looked down at his chest and saw the slash mark. He knew that even with the CR tank it will scar, but he didn't care about that right now. All he did care about what taking his enemy apart piece by piece as both of the stood up and got ready to charge again.

Meanwhile Optimus was in the air as he gave air support for his forces. Terrorsaur saw this and looked at Rattrap.

"Time to prove your loyalty to the Predacons in battle. FIRE on Optimus!"

Rattrap looked up at his former leader and raised his gun and fired. The first few shots missed, but then a lucky shot found its mark and Optimus crashed to the ground near Terrorsaur and Rattrap.

But at that moment Dinobot walked up from Behind Terrorsaur, Rattrap saw this and took a step back. Wondering what spook his Lieutenant Terrorsaur turned around and gasped as he raised his gun to shot, only for Dinobot to grab the arm that held the gun as he then head butted him. Dinobot then tossed the disoriented Terrorsaur away as he made his way to Rattrap.

"I have awaited this meeting traitor." Dinobot told Rattrap as he grabbed him and pinned him to a boulder, before continuing. "Prepare to terminate!"

But Luckily for Rattrap Megatron came up behind Dinobot and grabbed his head with his T-Rex mouth and held him in front of him.

"Time for the final test Maximal! Yeess! Predacon hero or Maximal spy? Destroy the traitor Dinobot." Megatron told him as Rattrap didn't know what to do.

But luckily for Rattrap Terrorsaur chose that moment to return to them.

"He is my Lieutenant! Destroy him I command it." Ordered Terrorsaur as Rattrap was wishing for something to happen to get him out of this.

And he wish came true when Ruby came out of nowhere and kicked Terrorsaur into Megatron and freeing Dinobot. Dinobot then rushed over to Rattrap and grabbed him by his neck, but what Ruby said stopped both of them as they stared at her.

" _ _Megatron__!"

This was the first time either of them heard her snarl a name before as both of them and even Terrorsaur watched on wondering where this would go.

"You're a monster." Ruby told him before shaking her head. "No calling you a monster is too nice for what you did."

Intrigued by what she meant Megatron pressed for answers. "And how am I worse than a monster?"

Ruby just shock in anger hearing him not even knowing what he did. "You took an innocent life when you stole that stasis pod and then you wrapped the proto-form inside to suit your own means."

Little did anyone know Blackarachnia was nearby and was listening in on what they were saying.

"Oh you mean Blackarachnia." Realized Megatron as he found a few buttons to push with this girl. "Yes she will make a fine addition to the Predacon forces."

"How could you?" Asked Ruby as her eye started to glow a little, but not enough for anyone to see it, yet.

"How could you take an innocent life and strip her of morals and values and change them to your needs. How can you be so heartless? I never thought I would meet someone I would hate so much, but you have proved me wrong."

Hearing this Megatron just laughed as Ruby, Rattrap and Dinobot gave him a hard glare. "We are at war girl. I will do whatever it takes to win. Yeesss. And as for Blackarachnia she is just a tool for me too use, until she is no longer useful to me."

Hearing this made Blackarachnia furious as she transformed into beast mode and walked away. Meanwhile Ruby was so angry she felt something trigger inside of her. It took her a second, but she knew what it was. It was the prime blast.

'Use it.' She heard Optimus Prime say inside her head.

"Megatron!" Yelled Ruby as her eyes were glowing so brightly everyone near her could see it.

Scorponok took one look before he started to run and screamed.

"She's going to do it again."

Hearing this the other were unsure what to do as they took some steps away from the girl.

"Join your namesake." Finished Ruby as she fired the prime blast at both Megatron and Terrorsaur as a bright flash covered the two.

And when the light died down everyone was shocked to see that Megatron was barely standing as he used Terrorsaur as a shield. Seeing this Ruby snarled at him, before her body gave way as she started to fall only for Dinobot to catch her. Optimus saw the shocked faces the White Fang had and knew he had to act fast.

"Now get Rattrap out of there!" Yelled Optimus, surprising the Maximals at the order as Rhinox transformed into beast mode and ran towards Rattrap knocking down anyone that got in his way.

"Let's go." Rhinox told Rattrap as he jumped onto his back as Dinobot looked over at the weak Megatron. It would be so easy to end him right now, but with Ruby in her current state she could risk it and he took off following Rhinox.

Seeing that they got Rattrap Optimus yelled his next orders at his forces. "Mission accomplished! Back to base."

Hearing this everyone started to run back to the ground bridge point for extraction. But Boomer took a second as he looked at Adam.

"Next time." Was all he said as he joined the others as Adam silently agreed with him.

Adam then looked over at Megatron as he was barely online. It would be easy to take him out right now, but if he did that, who knows what his force would say. He then saw Torchwick who was holding his left shoulder in pain and saw him shake his head 'no'. They both knew now wasn't the time to act.

"Get Megatron and Terrorsaur to the CR tanks." Adam told his men as he slowly made his way over to Megatron.

"All injured are to report to the med bay. CR tank usages are for serious cases first."

"But what about you Adam? You're cut across your chest!" Asked a White Fang member as Adam checked his chest before replying.

"I'll be ok for a while get the others tended to first."

"Hey should we even bother fixing Terrorsaur? He's just going to do this again you know." Asked another member as Adam looked at Scorponok for an answer.

"Fix him, we'll let Megatron deal with him later."

Hearing this the White Fang moved the two down Pred's inside as Adam notice something.

"Where's Blackarachnia?"

Hearing this no one had an answer for him as no one could see her.

 ** **00000000****

 ** _ _ **Vale, Patch, Axalon**__**

As the Maximals enter the command section of the Axalon Dinobot put Ruby down on a chair before turning to face to face Rattrap with his shield and sword out.

"Now I will terminate the traitor myself." Announced Dinobot as he walked toward Rattrap, only to be block by Optimus.

"No allow me." He told Dinobot as Ruby stood up as best she could.

"Optimus wait a moment this isn't the Maximal way." She told him only to fall over, but was caught by Weiss.

Optimus looked at Ruby for a moment before looking at Rattrap.

"Allow me… to congratulate him."

Hearing this confused everyone.

"Wait did he say congratulate him?" Asked Yang making sure she heard right.

"He did, Sheila." Answered Boomer.

Weiss wanted answers to what was going on.

"What do you mean congratulate him, he turned on us."

"We knew the Pred's were intercepting our commutations somehow, so me and Rattrap came up with this plan in order to find out how." Explained Optimus as he shock Rattrap hand.

"Well done." Optimus told him as he asked an important question.

"You have the chip?"

Rattrap then brought out the stolen maximal chip for the others to see. "It's a Maximal decoder. They must have recovered it from a wrecked crash."

Hearing this explained everything.

"Looks like you were right Ruby, they were hacking us, they were using our decoder." Said Cheetor.

Meanwhile Dinobot couldn't believe what he was hearing. "You mean his capture, his betrayal! Were all a step-up?"

"Why didn't you tell us?" Rhinox asked Optimus as he was unsure as to why they were all kept in the dark.

"Is it because you don't trust us?" Wondered Blake as everyone looked at Optimus for answers.

"We had to keep it a secret, to keep his cover safe." Optimus told everyone, as they understood. If someone said the wrong thing or acted the wrong way, who know what could have happened.

"Especially during the battle, though you didn't have make it that believable." Optimus told Rattrap as he rubbed the shoulder he shot.

Hearing this Rattrap just shrugged. "Hey what can I say, I was trying to miss."

Hearing this got a few laughs from everyone. But then Rattrap got a serious look on his face.

"But here is one other thing you all need to know."

Hearing this made Optimus wonder what it was. "What is it?"

Rattrap walked over to the main table and uploaded the picture he took earlier. Everyone look at the picture as Rattrap explained.

"I found this girl after I got the chip. She said she was a prisoner and that the thing around her neck is a bomb. I took a look at it, when it goes off it will take her head off. But the weird thing is she told me that it was put on from behind her."

Hearing that last bit confused everyone.

"From behind? That doesn't make sense?" Wondered Cheetor out loud.

"Wouldn't the Predacons put something like that on from the front, in order to instill fear into her?" Thought Weiss out loud as Dinobot agreed with her.

"Yes, the only reason it would go on from behind would be cause he was surprising her."

Hearing this made everyone think as to what was going on.

"Hey could she be the reason why humans are helping the Pred's and White Fang?" Asked Yang as everyone thought about it. It did make sense if there leader or boss was being held captive then they would have to follow orders, until said leader was safe.

Optimus looked at the picture again before making his mind up. "Until we know more about her situation, let's first find out more about her. Rhinox, Rattrap I want you too to find out all you can about her. Team RWBY keep your eyes peeled for her and/or anyone fitting her description."

Everyone nodded as team RWBY went for the ground bridge to get some sleep, while both Optimus and Ruby wondered what would happen next involving that girl.

 ** **00000000000****

 ** **Well Blackarachnia has now joined the beast wars and from the looks of things already doesn't trust Megatron. And Ruby used the prime blast on Megatron which will have effect on her later.****

 ** **And once more sorry about the delay.****

 ** **Until next time.****


	14. Target Ruby Rose

"Talking"

" **Radio talk"**

" _thinking, weapons names, and flashbacks"_

 **Disclaimer: I do not own either Beast wars or RWBY**

 _000000000000_

 **Chapter 14:**

 **Target Ruby Rose**

 **00000000**

 _ **Vacuo, Darksyde**_

In the Darksyde Adam laid in his quarters shirtless as his hand ran over his new scar, courtesy of the Maximal Boomer. As he laid there he though over recent message he got from Sienna Khan asking him about his lack of reports she's been receiving from him. But he cared little about her right now, after all he was dealing with larger things now.

Though he knew sooner or later he would have to deal with her, be it one way or another. Maybe he could get Roman to get the proper gear and resources he needed for when he was ready.

Adam then lightly laughed at that thought. ' _If I learned one thing from Megatron its how to use others for my gain_.'

Adam then smiled as he thought of his plan. First, he'll gain the power of the White Fang, then with their power he'll gain the power of the Predacons (with or without Megatron joining him) and once he has them he'll crush the Maximals. All the while making Blake watch it, to make her feel the pain she caused him and then some.

But as he thought about the Maximals he thought of two of them in particular. The first being Boomer, who gave him his scar and the other being the human Ruby Rose.

There wasn't anyone in the higher up of the Predacons who didn't know about her now. After she blasted Megatron and Terrorsaur with that weird power. Afterwards they tried to find everything they could about her. But after going over the data they couldn't find anything to explain how she did what she did.

His thought were soon interrupted by his comm's going off.

" **Adam report to my quarters at once.** " Ordered Megatron as he ended the call.

Adam the got up and put on a shirt and his mask as he made his way over to Megatron's quarters.

Once there he saw both Roman and Tarantulas waiting for him at the door.

Roman looked at the people present before smirking. "Ten lein say's this is about little red."

"That's a suckers bet." Countered Tarantulas.

But before they could continue the doors to Megatron's room opened and the three didn't need to be told to go inside. Once inside they saw Megatron watching a security video of Ruby attacking him with her weird skill. Once it finished Megatron turned to face the three of them.

"Good, you're all here. Now I doubt I need to tell you why I summoned you all, but I will anyway. After what Ruby Rose did during the last battle she can no longer be ignored."

He paused as he saw three before him agreeing with him as he continued.

"We must either find out her power and duplicate for our forces or she must be eliminated from the Beast Wars. Tarantulas can you duplicate her powers?"

Tarantulas thought about it for a bit before answering. "Unknown. I would have to run tests in order to figure out what it is."

"How long would it take?" Asked Megatron as he understood why.

"Again unknown." Tarantulas told him as Megatron rubbed his chin in thought and he looked toward Roman.

"Roman do you know of any abandoned warehouse in Vale?"

Hearing made Roman wonder why, but he knew better then to question Megatron. "A few places, out of the way, no one goes by them. Great places to lay low for a bit." Roman told him as Megatron smiled at hearing the last little bits.

Adam then realized what Megatron goal was. "Megatron wouldn't it be better to bring the girl here? It's more defendable then some random warehouse." Adam questioned Megatron as Tarantulas and Roman stayed quiet.

"Normally yes, but the Maximals will figure out that she has been taken sooner or later. This way they will be rubbing their heads in confusion as we finish our task." Megatron explained as Adam agreed that it was more tacitly sound then bringing her to a place the Maximals didn't know of.

"Then what do you need me for?" Adam asked him wonder what his part in all this was. Megatron just smiled as he told him his orders.

"I need you to get somebody to grab her." He told him as the three of them left Meagtron's room and got ready to figure out Ruby's secret.

 **00000000**

 _ **Vale, Beacon**_

A few day's later Ruby was sitting alone under a tree as she was working on her _prime blaster_ design's, but it was slow going. Luckily her teacher was needed for an important mission and left her with a free period.

' _Let's see, I got the size down and the ammo figured out, but the problem is the power source_.' Thought Ruby as she hit a snag in her work. Everything was going fine with her work until she realized that the gun need a better power source then the one _Crescent Rose_ was using. If she couldn't figure it out, then there was no point in build it.

But as Ruby looked up trying to figure it out she saw Weiss walking over to her, and from the look on her face Ruby knew it wasn't good.

Weiss soon as standing in front of her as she started to talk. "Ruby I was just connecting my scroll to the Axalon's computer, and it said I didn't have clearance to access what I wanted."

Knowing that the Maximals were unsure of her, Ruby got up and looked at her teammate. "Weiss what were you trying to access?" She asked hoping it was something big and she could make up a good lie to throw her off.

"I was just trying to get the base formula for energon." Weiss told her as Ruby was cursing in her head. That wasn't something she could make up a lie to.

Ruby then looked at Weiss and deicide to tell her the truth. "Weiss the reason why you couldn't access it was…" Ruby trial off trying to figure out the right words. Meanwhile Weiss was getting annoyed.

"Why can't I access what I want?" She demanded as Ruby gave it to her bluntly.

"It's due to the Schnee dust company's reputation. They don't trust you because of it."

Hearing this just made Weiss stand there, mouth open in shock. She then started to shake a bit making Ruby think she was going to exploded, but then Weiss started to cry a bit.

Seeing this Ruby was shocked as she never seen this side of Weiss before.

"Weiss what's wrong?" She asked her teammate as she wasn't sure what was happening.

"It's not fair." Weiss started as she sat down, causing Ruby to join her as she continued. "My father is destroying my family's legacy. He's turned so many against us just because he wants more power and lein. It's even causing others to doubt me for no reason."

"Weiss." Was all Ruby could say as she never knew that Weiss was carrying all this inside of her. Ruby she put an arm around her and gave her a hug.

"I won't try to understand what's going on with your family but know that I value you being here." Ruby told Weiss to look at her in surprise.

"And once the Maximals get to know the true you they will too. Just give it some time Weiss after all we only see them what, a few hours every week, excluding missions."

Weiss just looked at her and gave a quick small smile, before she rubbed the tears out of her eyes.

"Thank you, Ruby." Said Weiss but before she could say more she noticed that her leader was on alert. "What's wrong."

"Did you hear that?" Ruby asked her as she stood up and started to look around. Weiss then stood up herself and looked around herself.

As Ruby surveyed the area she saw no one around other then Weiss. She then heard a thud and turned to see Weiss on the ground. Panicked Ruby went to check on her only to feel something hit her neck. The next thing she knew she was on the ground as she struggled to stay awake, until she closed her eyes.

When Ruby opened her eyes later she saw that both her and Weiss were somewhere else. As she got up she was that both of them were in a square cage in what looked like an old office. But that was all she could see, there was no window's in the room and only one door.

Seeing that there was no way out she went for her comm badge only to remember that she left it in her room like the others did during the school day. And worse she didn't even have her scroll with her.

Ruby then knelt down beside Weiss and started to wake her. "Weiss, Weiss. You got to wake up." Ruby told her as Weiss started to come around.

"Um, Ruby where are we?" Weiss asked her groggy as she started to wake up and look around.

"I don't know." Ruby told her as she asked her something. "Do you have your scroll on you?"

"No." Weiss told as she left it in their room in a huff after she couldn't get the files she wanted.

As both girls got up and looked around the room and then at each other Weiss asked the question.

"Ruby what do we do?"

But before Ruby could say something a familiar voice answered for her.

"You do nothing right now."

Hearing this both girls look over to where the voice came form and saw Megatron in beast mode walking in with both Adam and Roman in behind him.

Roman then walked over to the cage and looked at Ruby. "You know red I like how this turned out. You in a cage and me a free as a bird." He mocked her.

Ruby and Weiss growled at him, while Megatron laughed at the reference Roman used. All the while Adam rolled his eyes.

"What do you want Megatron?" Ruby asked him trying to act tough, but failed due to being in the cage.

"Me?" Said Megatron as he pointed to himself. "Why not much. Just to remove you from the playing field and to figure out the secret that you are hiding. And to be quite honest the Schnee heiress is a bonus."

Adam then walked over to the cage's door and he got ready to draw his blade. "Allow me to finish the Schnee off Megatron." Adam told him as he got ready to follow through.

"Woo, Woo, Woo." Said Roman as he stepped forward. "Let's not be hasty here." He told Adam and Megatron wondered what he had planned.

"And why should he stop, Roman?" Inquired Megatron as he gave Adam a look telling him to wait. Meanwhile the girls stayed quiet as they had no ground to stand on at the moment.

"The Schnee girl has more worth to us alive then dead." Started Roman as Megatron was curious as to what he had in mind. "Why we could ransom her off to her family for all the dust, lien and energon we wanted. And if they don't give in we announce to the world what happened and then we kill her saying that her family could have saved her but didn't, dragging her families name through the mud even further."

Adam looked like he was about to protest, but Megatron cut him off. "A wonderful underhanded plot. Yeeesss. Adam, you should take notes, you can learn a lot from him."

Hearing this made Adam snarl a bit as he left the room. Both Roman and Megatron looked at his retreating form before looking towards the girls.

"I do suggest you get ready for your… check-up Miss Rose." Megatron told Ruby as he started to laugh. Roman looked at him and then shrugged his shoulders and started to laugh too. The two then left the room as Ruby and Weiss looked at each other unsure what do.

 **00000000**

 _ **Vale, Patch, Axalon**_

Optimus sighed for what felt like the 50th time in the last hour. Ever since Rattrap came back with the intel about the mystery girl that the Predacons imprisoned they have been trying to figure out who she was. First they went through the schools records on all four kingdoms, but came up empty, then they tried missing person reports but nothing matched. It was almost like someone erased her from the world, but if that is the case then who and why?

Optimus rubbed his eyes as he figured it was time to put this project to the side for now. He then went over to the command centre and saw both Rhinox and Boomer working at the consoles.

"Anything to report?" Optimus asked Rhinox as Rhinox turned to face him.

"Nothing much. Cheetor and Rattrap have finished building the laser communication system for Tigatron, while Tigatron is checking on something he saw…."

"What did he see?" Interrupted Optimus as Rhinox paused to choose the best word.

"He saw a girl walking around in a snow storm without protective clothing on." Rhinox told him and both Optimus and Boomer gave him looks saying 'really'. "I know it sound crazy, but Tigatron did a full system check and found nothing wrong with his eyes."

"Interesting." Said Optimus as he wondered how that was possible. "When he checks in next I want a full report on it. What about Dinobot?"

"He just finished tagging the last of the grimm. Now we should be able to see where they go and if they truly do serve someone." Rhinox told Optimus.

Ever since the attack made by the grimm the Maximals have notice that small packs of grimm have been watching them from a distance. And to be honest none of them have any idea why they were doing it other then someone ordered them too.

Optimus then turned to Boomer who was on security detail today. "Boomer how do the scanners look right now."

"Well mate they're clear, expect for some Beowolf's a few click north of us." Answered Boomer as he brought up a picture of the Beowolf's. Optimus looked at the screen and saw them sitting there watching them.

But before anyone could say or think anything the comm's went off. " _ **Yang calingl Maximal base**_." They heard Yang say.

"Maximal base, here Shelia what can we do for you?" Replied Boomer as all three of them wondered what was up.

" _ **Have you guys seen Ruby or Weiss? I haven't seen them since our spare class today**_." Yang asked them as the bots looked at each other in shock. Optimus then went to the comm's before Boomer could say anything.

"Yes, Yang both of them are here. Ruby came over earlier to help Rhinox with the new defense system. And Weiss is going over the differences between dust and energon." Lied Optimus as he knew what would happen if Yang found out the truth.

There was a pause on the other side as they could hear Yang and Blake talking. " _ **Ok just tell them to watch out for Goodwitch. She really annoyed they skipped classes this afternoon.**_ " Yang told them as she hung up.

Boomer then looked over at Optimus wondering something. "Hey mate why you lie to her?"

Optimus looked at Boomer as he explained why. "Boomer you weren't here when Ruby got stuck in the Predacon's base. When Yang found out she went on the war path because of it."

"Yang's greatest weakness is he short temper. If we told her Ruby and Weiss were missing, she would rush over to the Predacon base and try to find them with no plan or back-up." Added Rhinox as Boomer got the picture.

"So what do we do?" Asked Boomer wondering how to proceed.

"Call all the Maximals in. Once everyone's here we'll come up with a plan of action." Optimus told Boomer as he then looked over to Rhinox. "Rhinox I want you to try to see if any ground bridges were activated recently. And if so where they could have went to."

Both Bot's nodded as they went to work as Optimus stood there worried. He knew sooner or later the pred's would come for Ruby due to the Matrix, but he prayed to Primus that it would be later. And worst of all Weiss got caught in the middle of it. But now that it has happened he will do everything in his power to find them.

 **00000000**

 _ **Predacon Warehouse, Vale**_

After Megatron and Roman left the room both Ruby and Weiss looked around the cage to try to find a way out. But after serval minutes of looking and finding nothing both girls just sat down on one side of the cage. As they sat Ruby then got an idea.

"Weiss, can one of your glyphs get us out of here?" She asked as Weiss looked surprised at the idea as she then thought about it.

"No, I don't have one…. Unless…." She then trailed off thinking about it.

"Weiss?" Ruby asked her teammate wondering what she had.

"I do have a glyph that can get us out, but…" Said Weiss as she trailed off again, making Ruby wonder what was going on.

"Wiess do you have a way out?" Ruby asked her as Weiss looked down as she answered.

"I do." She told Ruby as she continued. "It's called summoning. I summon as opponent I defeated in the past and use their powers to fight with."

"That's amazing Weiss!" Ruby nearly cried out but was able to stop herself.

"Yes, but I haven't been able to use it." Weiss told her as she brought her knees up and hugged them in shame.

Ruby looked at her, seeing how she was so down because of it. "Weiss… Maybe the reason you can't do it is because you didn't have a real reason too."

Weiss looked up at her in shock at hearing that, but before she could say anything the door to the room opened and a White Fang member walked in.

"You, red head girl come with me." He ordered as he opened the door and pointed his gun at her.

Seeing no way out ruby slowly got up but turned to Weiss for a moment. "Weiss, I know you can get us out of here." Ruby whispered to her as she walked over the White Fang member and left the room.

Weiss looked at the door no sure what to say as she just sat there unsure what to do.

Meanwhile in another part of the warehouse Megatron watched as Ruby being lead into Tarantulas make-shift lab. He then turned to a nearby White fang member.

"You there. Where are Adam and Roman?" He asked as the member saluted him before answering.

"Adam went back to the Darksyde, while Roman I have no idea."

Megatron frowned at hearing this as he knew Adam couldn't bear to be in the same building as a Schnee (without trying to kill said Schnee), so him leaving was for the best. As for Roman the man left without saying anything to him.

"Roman come in." Said Megatron over the comm's. But after a few seconds of silence Megatron repeated himself with more anger in his voice.

" _ **Keep your gears in place Megatron I'm here**_." Roman finally answered as Megatron snarled at his tone.

"Where are you currently!?" He demanded to know where Roman was.

" _ **I'm in Atlas working on a deal. Listen what I'm trying to get could be very useful in the Beast Wars**_." Roman told him as Megatron calmed down and was more interested in what Roman had to say.

"You have my attention. Tell me what it is?" Said Megatron as he wondered what Roman found.

" _ **Well I don't want to say it over the radio in case the Maximals hear us somehow**_." Roman told him, as Megatron agreed with him as Roman continued. " _ **But I could use some help here. The guy how's selling isn't being cooperative with me. Think you could change his mind?**_ "

Hearing this made Megatron chuckle as he knew what Roman meant. "Very well I will be there soon." Megatron told Roman as he ended the call. He then turned to the White Fang member who was still waiting near him.

"Until I return make sure no one interrupts Tarantulas. Do I make my self clear?" Ordered Megatron as The White Fang member just nodded as Megatron left to meet up with Roman.

Back with Weiss, she was still in the same position as when they took Ruby. As she sat there she felt like there was nothing she could do. Never in her life has she felt so powerless before.

No that's not right, there was another time. It was her birthday when her father told her mother that he only married her for her name. After that her family broke apart, her parents couldn't be in the same room together, her sister joined the military and her brother… is more like her father then she cares to admit.

But things changed that moment when she and Ruby almost got blown off the cliff when they first meet. She found true friends in her team and the Maximals. Her team saw her for her not a Schnee and Ruby helped her grow without asking for anything in return other then her friendship. And the Maximals only don't trust her because of her father, something she will change. If she ever gets out that is.

Weiss then heard the sound of a ground bridge and dread started to fill her. What if they were taking Ruby somewhere else, or if they were going to move her, or they were getting more troops here.

Knowing that it was all on her now Weiss got up and focused on a summoning glyph. As the symbol appeared on the ground outside the cage it sparked as it faded in and out. As Weiss concentrated she remembered what Ruby said to her about her only focusing on herself. A she thought about it she was right, in the past Weiss was only wanting praise not trying to do something else other then that.

' _Not this time_.' Weiss thought as the glyphs solidified. Then out of no where a white armoured arm came out of it. Then the arm pushed down on the ground as it pushed itself out. As the figure appeared from the glyphs it revealed itself to be a white knight wielding a sword. Weiss looked at the knight before her with a large smile as she then gave the knight orders.

"Open this door."

Hearing the order, the knight grabbed the door to the cage and ripped it off allowing Weiss to walk through. But unfortunately for Weiss a White Fang member walked into the room.

"Hey! What are you doing…." Trailed off the member as he stopped and saw the knight before him.

Acting fast Weiss gave the knight orders. "Grab him!"

The knight then grabbed the member before he could get away, making him drop his gun in the process.

"Hey let me go!" The member demanded as Weiss closed the door and grabbed his gun.

"No." She told him and she turned to the knight. "Knocked him out." She ordered as the knight squeezed the White Fang member, knocking him out.

Weiss then looked at the knight and dispelled him for now. Without the knight holding the White Fang member he fell to the ground with a thud. Weiss then went over to him and search his person. After a minute of looking Weiss found what she was looking for, his scroll.

Weiss then quickly dialed a number hoping the other side would pick up.

 **00000000**

 _ **Vale, Patch, Axalon**_

At the Axalon Optimus stood in front of all the Maximals, expect Tigatron who was in the middle of a storm and they couldn't reach him.

"Alright people we have a problem." Started Optimus as the bots looked at his with their full attention. "Both Ruby and Weiss have gone missing and I believe Megatron is trying to figure out Ruby's secret."

Hearing this all the bot except for Rattrap gasped. "You sure it was him? For all we know the two are skipping classes to have fun." Rattrap questioned as he wasn't a hundred percent sold.

"Normally I would agree with you Rattrap, but Ruby was to help me with the new security this afternoon and she would never skip on something like that." Countered Rhinox as Rattrap agreed with him.

Optimus then looked over at Dinobot. "Where do you think Megatron took her?" he asked as Dinobot knew Megatron best as he learnt the hard way.

Dinobot thought about it before answering. "He wouldn't use the Darksyde. That would be the first place we would look. No, he would use an off site facility to hold her."

Hearing this no one knew what to say as they had no clue where to start looking.

"What about Menagerie mates?" Asked Boomer as the other looked at him. "It's practically White Fang territory."

Hearing this no one knew if it was true or not. If it was then they had no way to find them, after all Menagerie was two thirds unsettled. If they were there, then they would have no way to find them. But as they thought about it something no one was expecting happened. One of the consoles started to ring.

"Hey mates? Is the console ringing?" Asked Boomer as he thought his audio receivers were acting up.

"Yeah, we all hear it." Answered Cheetor as Optimus walked over to the console.

"I had Rhinox set up a land line in case one of the girls need to reach us but couldn't use there comm's." Optimus explained to his crew as he sat down and answered the call.

"Hello."

After a few seconds the other side answered. " _ **Optimus this is Weiss**_." Said Weiss as the others crowded around Optimus.

"Where are you?" Asked Cheetor as Optimus looked at Rhinox who nodded. Rhinox then moved to another console and started to trace the call.

" _ **I don't know. All I know is that I'm in what looks like an abandoned office of some sort.**_ " Answered Weiss as Optimus looked at Rhinox who was hard at work. " _ **There's one other thing you need to know. They're trying to figure out Ruby's secret.**_ "

Hearing this all the Maximals, but Optimus and Rhinox gasped in shock as they knew this could be the reason. Optimus looked over to Rhinox again and saw that the screen had a lock on where Weiss and Ruby was.

Optimus then turned to the mic. "Stay put Weiss we have a lock on your location and we'll be there soon." He told her as the others started to head to the ground bridge.

" _ **Optimus, please hurry.**_ " Was all Weiss said as the call ended.

 **00000000**

 _ **Predacon Warehouse, Vale**_

Ruby thought she was a tough girl after everything she has gone thought with the Beast Wars. But being strapped to a metal table with Tarantulas scanning her made he feel like a scared little girl. After all, if they find out about the Matrix in her who know what will happen. All she could hope for right now is that Matrix will stay in recharge mode for a bit longer.

Meanwhile Tarantulas was finding more question then answers at the moment. If he was reading this right, then there is a faint energon reading in her system.

'But that can't be.' Thought Tarantulas as energon is poisonous to organics. And the Maximals would never risk a life to test something like that. 'Unless the Maximals somehow figured it out and that's how she can do the things she's done.'

At that thought Tarantulas grabbed a needle and took a sample of her blood. As the took the blood he knew he need the gear back on the Darksyde or his own personal lab to finish this project.

But before he could do anything he heard an explosion. Unsure what was happening he rushed out of the room he was using and was a hole in the ceiling and Optimus in the air near the hole blasting all the White Fang he could see. Then there was another explosion this time from a nearby wall making another hole and the remaining Maximals rushed through it.

Seeing that things weren't going good Tarantulas rushed back into the room unaware someone saw him.

Once inside Tarantulas moved over to Ruby and brought out his gun and took aim at her head. 'A shame really I would love to see what makes her tick, but she might be too powerful to leave alive.' Thought Tarantulas as he saw the look of fear on her face. But then vanished confusing him until he heard a click of a gun to his head.

"Put it down." Said Weiss as she kept the gun level to his head.

Hearing who it was Tarantulas laughed. "Or what you'll shot?" He taunted as Weiss glared at him.

"Yes."

Hearing this made Tarantulas laugh even more. "Why, I thought Schnee's only cared for themselves? Why save her?" He asked after he was done laughing.

Weiss just narrowed her eyes at that. "That may be the case with my father, but I'm not him. And she's my best friend. She risked her life for me so I'll do the same for her." Weiss told him as the two were unaware that Optimus was behind Weiss.

"You heard her, let Ruby go." Ordered Optimus surprising the two as Weiss didn't know he was there.

Tarantulas growled at the situation as he then turned around and fired at the ground. The blast caused dust and debris to fly up blocking both Weiss's and Optimus's view.

As soon as he fired his first shot Tarantulas then fired at the wall making an opening for him to run though, but not before making sure he had Ruby's blood with him.

Once the dust cleared enough to see both Optimus and Weiss saw Tarantulas was gone. But they didn't care about that at the moment as they both went over to Ruby.

"Ruby are you ok?" Asked Optimus as he freed her from the table. Once free Ruby rubbed her wrist as she answered him.

"Yeah, they only scanned me and took some blood."

Hearing this didn't set well with Optimus, but he knew he couldn't do anything about it now. As Ruby and Weiss were talking Rattrap came into the room.

"Hey boss monkey, we got everyone in the building tied up. Only small fry though." He told Optimus who nodded and gave his orders.

"Keep them tied up and call the police. But make sure everything Cybertron related is taken from here first."

Hearing that Rattrap left mumbling about something as Optimus was glad they made it in time.

 **00000000**

 _ **Vale, Beacon**_

After making sure both girls were ok the two of them walked through a ground bridge back at Beacon, but with Optimus in beast mode following them.

Optimus scanned the area to make sure it was ok before facing the two. "Ok it clear. Make it inside and you should be good." He told the two as they started to walk inside.

"Weiss a minute." Optimus called out. Hearing this both girls stopped and turned to him as he spoke.

"I want to say, I'm sorry. I allowed your families... no your father reputation to cloud my decisions about you. But after what you did today any doubt I had about you is now gone and I want you to know you have full access to our systems."

Hearing this made Weiss smile as she was glad she was no longer being affect by her father. "Thank you, Optimus." Was all Weiss could say as he nodded and went though the ground bridge back to the Axalon.

Seeing that he was gone to two walked inside in silence for a bit before Ruby spoke up.

"Thank you, Weiss." Hearing this Weiss looked at her as she continued. "If it wasn't for you who knows what could have happened to us."

Weiss didn't know what to say, she has never gotten this type of praise before, but she did like it. But before she could reply the door in front of them opened as Jaune and Pyrrha walk through. As soon as the four saw each other Ruby and Weiss looked at the sign above the door that said 'roof access'. Both their eyes widened as they looked at the two again in surprise.

"It's not what you think!" Said Jaune in a panic as Pyrrha nodded in agreement.

"That's right. I was helping Jaune train." She added as this confused both Ruby and Weiss.

"Training?" The two said at the same time.

"Yeah." Said Jaune as he scratched the back of his head in embarrassment. "I though about what you said about others being a spring of knowledge that you do not have. And I deicide to ask Pyrrha for some help."

"And he is improving quite well." Pyrrha added.

"Thanks for the advice Ruby." Jaune told her.

Pyrrha then looked at the time. "We best head back to our rooms. It's getting late and we do have classes tomorrow." She advised as the two of them said their good-byes and left.

Seeing the two were gone Ruby and Weiss were about to go to their room when someone spoke up behind them.

"So… this is where you two have been."

Hearing this caused both girls to turn around slowly as they as saw Miss. Goodwitch standing there with her arms crossed and a stern look on her face.

"I hope you two have a good reason for skipping your afternoon classes?" Miss. Goodwitch asked as both girls had nothing to say. "No? Then I hope a week worth of dentation with me was worth it."

Hearing this caused both girls to groan as Ruby said what was on both their minds. "That's just prime."

 **Well I did warn that Ruby using the prime blast would have consequences. Now that Megatron has an eye on Ruby she needs to be more careful or who knows what will happen. Also that blood Tarantulas took my come into affect later in the story, who knows.**

 **Also can anyone guess who it was Tigatron saw in the storm?**

 **Until next time.**


	15. A Better Mousetrap

"Talking"

" **Radio talk"**

" **Sentinel"**

" _thinking, weapons names, and flashbacks"_

 **Disclaimer: I do not own either Beast wars or RWBY**

 _000000000000_

 **Chapter 15**

 **A Better Mousetrap**

 **00000000**

 _ **Vale, Patch, Axalon**_

It was a week after Ruby and Weiss were kidnapped by the Predacons and to say things were touchy with Yang after she found out would be an understatement. When she did find out she stuck to Ruby like glue. While at first it was sweet, Ruby soon got feed up with it real quick as Yang never let her out of her sight even when she went to the bathroom.

Currently Ruby was working on the new security system called Sentinel with Rhinox. As she was putting some codes in she could feel Yang looking at her like a hawk eyeing it's prey. Trying to distract herself from the feeling she turned to Rhinox.

"Rhinox how's the friend and foe program coming?" She asked actually wondering where he was on it.

Rhinox looking up form the command table as he answered her. "Slow, I have everyone's ID code, but Blake's and she keep's avoiding getting a medical scan."

Hearing this made Ruby frown, Blake has known about the Beast Wars for some time now and she still hasn't gotten the scan done.

"I'll talk to her, but for the mean time, make Sentinel human friendly until we get that scan." Ruby told him as Rhinox as he didn't like the idea but did it anyway as he wondered something about Ruby's work.

"How's the emergency shutdown coming along?" He asked as Rattrap walked in and wondered what he heard.

"Emergency shutdown? What are you talking about?" Asked Rattrap as Yang was wondering the same thing.

"It was Ruby's idea." Started Rhinox as he looked at Rattrap. "The emergency shutdown will turn Sentinel off. All you need to do it, is your access code. And to turn Sentinel on you need a mixture of mine, Optimus's, or Ruby's code to turn it on."

"What if you don't?" Asked Yang wondering what would happen.

"After three try's the system will fry itself." Rhinox told her as both Rattrap and Yang's eyes went wide at hearing that.

"Don't you think that's a little extreme?" Rattrap asked.

"No." Ruby told him as she got up from her seat. "If we lose the base or if Sentinel gets stolen, it will prevent the thieves from using it."

Rattrap nodded as he understood where she was coming from and was impressed by the safety measures she put in. Ruby then started to leave the bridge and Yang started to follow her.

Seeing this was the last straw for Ruby.

"Yang." Said Ruby trying to keep her cool. "Where are you going?"

Hearing this Yang answered without a second thought. "Just following you. Making sure your safe." She told her as both Rattrap and Rhinox looked at each other as they started to back away from them.

"So, in other words you don't think we're safe in the Maximal base and that I can't take care of myself." Ruby told her as she turned to face her sister with a look of furry.

Yang took one look at her face and knew she had to choose her word carefully. "No, I just want to make sure your safe is all."

"Again, you think I can't take care of myself." Said Ruby as the bots in the room were near the exit in case they had to leave fast.

"No, but after what happened last time…" Started Yang only for Ruby to interrupt her.

"Was me letting my guard down. Something what won't happen again." She told her.

Yang was about to say something, but Ruby cut her off. "Yang if you can't trust me to keep myself safe, then how can I trust you to watch others backs if your only watching mine?" Ruby asked her as Yang didn't know what to say as Ruby started to leave only to run into Optimus and Blake.

"You!" Said Ruby as she pointed to Blake, freaking her out a bit. "Get your medical scan done today." Ruby ordered her as she left.

Optimus looked at the room and saw Yang with a conflicted face and both Rattrap and Rhinox looking like they dodged a fight. "What happened here?" He asked as Rhinox shook his head and answered him.

"You don't want to know."

Hearing that only made Optimus more confused as he put it to the side for now. "Ok then, how about that presentation about Sentinel you promised Rhinox?" He asked as Rhinox stared the presentation.

 **00000000**

 _ **Vale, Patch, White Fang location**_

While the Maximals were working on their defences the White fang were on Patch, but underground as they were digging towards the Maximal base.

"Ok people were nearly there." Yelled Roman as he looked at a map on the tablet he was holding. He then looked at the crew of construction workers Roman got for the job, but as he looked over at Wazzpinator and Terrorsaur he couldn't help but wonder what Megatron was thinking giving them to him.

"Hey Roman!" Yelled on of the White Fang member that were digging. "Why aren't you helping?"

Hearing this cause Roman to shake his head. "Cause Megatron put me in charge of this operation for getting the plans for the deceive we're using for this operation and that make me the supervisor for this dig. And when was the last time you saw a supervisor dig?" Hearing this made the Member shake his head as he used his pickaxe on the wall in front of him.

Soon another White Fang member spoke up. "Why the hell are we using shovel and pickaxes when we have power drills and excavators!?" He yelled as the others looked at him like he was crazy.

"Did you forget already! If we use those the Maximals may detect us." Said another member as the others agreed.

Roman then looked over to Blackarachnia in beast mode who was working on what look likes a turning fork. "How long until the sonic bomb is ready?" He asked only for her to glare at him.

"It's not a bomb you idiot. It's a sonic emitter. You should now this since you're the one who got it in the first place" She told him as she kept her glare even.

"But doesn't it explode?" One member asked as he looked up at her.

Hearing this Blackarachnia turned to face him. "Yes, it will once it's armed." She answered wondering where he was going with this.

"Then it's a bomb. Bomb's explode, and this thing explodes so therefore it's a bomb." He told her as Blackarachnia fought off the urge to transform and shoot him, as some of the others laughed at his logic.

Meanwhile as one member was shoveling his shovel broke. He looked at it before turning around to the entrance. "Hey human I need a new shovel!" He yelled as a creaking wheel sound was heard as Cinder entered the cave pushing a mining cart filled with supplies.

As she stopped the cart and grabbed a new shovel she was furious as she was sent here to give out new supplies to these, these beasts. For two days this is all she has done, though she was glad she was able to change out of her dress and into worker clothes.

As she was walking back to her cart she saw Roman fiddling with the bomb controls, telling her who was in command.

"Wazzpinator can't take this anymore!" Yelled Wazzpinator as he threw down his pickaxe and flew out of the cave before anyone could stop him. Roman looked at where the bug flew off and shook his head.

"Never should have brought him here." He mumbled to himself as everyone continued digging. The faster they dug the faster they were done.

 **00000000**

 _ **Vale, Patch, Axalon**_

At the Axalon Weiss, Blake, Optimus, Rhinox and Rattrap were watching a simulation of Megatron in beast mode as Rhinox explained the system.

"Tangler guns target intruders with plasten coils. That gives the stuns guns and cyclotron fields time to set up for the knock-out punch." Explained Rhinox as the simulation showed everything he said.

"Beast or bot, old Sentinel here takes them down." Added Rattrap as he laughed.

"Amazing." Said Weiss wishing she had this for her company.

"Well done." Praised Optimus as he was glad the bot side of the system was up. "But what about Humans and Faunus?" Hearing this made Blake tense up, but no one noticed.

"Well for the Faunus we took an old war item and changed it a bit." Started Rhinox as he saw the worried look in Optimus eye's. "Don't worry we made it so it won't kill."

Hearing this made Optimus sigh in relief. They may be at war but to him many in the White Fang were misguided and deserved better. "Continue." He told him.

"It's called a screech. It creates a high pitch noise that only Faunus can hear. If let on too long it will cause hearing damage, but we change it to immobilized target for the tangler and stun guns to get them."

Optimus nodded as he was glad the screech purpose was changed. "What about humans?" Optimus asked as Rhinox looked uneasy.

"Rhinox?" Optimus asked him wondering what was wrong.

Rhinox looked uneasy as he answered Optimus question. "Sentinel will be human friendly for some time."

"What!" Yelled Weiss not believing what she heard as Optimus was in the same boat.

"For boating up cold." Said Rattrap shaking his head.

"Rhinox why did you do that?" Optimus asked him trying to understand his reason.

Rhinox held up his hand in defence. "It wasn't my choice. Ruby told me to since Blake hasn't had her scan done yet."

"What does that have to do with anything?" Questioned Weiss as she didn't understand why it was important.

"The scan does more then give us your normal healthy selves for the CR chamber to heal you, it gives us your DNA sequence." Optimus told her as Weiss still didn't understand. "With it we can make Sentinel know who is a friendly and who's an enemy."

Hearing this Weiss understood as Rattrap spoke up. "Then it's about time someone got their scan done."

As he said this he turned to were Blake was only to see her gone. "What the?" Said Rattrap in disbelief.

Optimus frowned at this. This showed that Blake was hiding something and whatever it was, was causing them problems, but for now he had other things to deal with.

"Other then the human settings, well done. You and Ruby have done a great job. How long till Sentinel is fully operational?" Optimus asked as Rhinox thought about it.

"Three or four megacycles depending on…" but before Rhinox could finish the alarm went. Hearing this Weiss went over to the console that was flashing.

She then looked over the information before relaying it. "Optimus there is a Predacon reading in sector 19. From the readings it looks like Wazzpinator."

Hearing this Optimus ended the simulation and brought up a map of the area with a red dot in the air.

"That's the third Predacon we've spotted in that sector in the last three days." Optimus said to himself mostly.

"Than let's find out what they're doing there." Said Ruby as she and Boomer entered the room.

"Agreed. Ruby you and Boomer are with me." Said Optimus as he then turned to Weiss. "Weiss contact Tigatron. Have him meet us at coordinates 4 5 8." As soon as he said that the three of them left as the rest wondered what was going on.

 **00000000**

 _ **Vale, Patch, Sector 19**_

Some time later in sector 19 Wazzpinator was buzzing about talking to himself. But if he was paying attention to his surrounding he might have seen Tigatron in beast mode watching him from the ground.

As Tigatron watched him he growled as he had enough of Wazzpinator buzzing. Soon a breaking twig caused him to turn around to see the others with Optimus and Boomer in beast mode.

"I heard two of you coming from a mile away, but I didn't hear you Optimus." Admitted Tigatron as the others joined him.

"You can learn a lot from Rattrap. If you can stand him." Optimus told him as Ruby and Boomer chuckled at that. Soon they were all looking up at Wazzpinator as Ruby was using _Crescent Rose_ in sniper mode to get a better look.

"Looks like Wazzpinator been in the sugar." Said Ruby as Boomer looked at her.

"Like your any better Shelia." He countered as Ruby stuck her tongue out him as the other knew who she loved her cookies.

Optimus shock his head at their antics before looking at Tigatron. "So how long has he been doing that?"

"Long enough to make my head spin." Growled Tigatron. "Shall I bring him down?"

"I've got a clear shot." Added Ruby as Optimus had another idea.

"No. Let me shake him up a little. See where he runs. All of you follow on the ground, in case I lose him." Said Optimus as the others got ready.

"Optimus Primal Maximize." Said Optimus a she changed into Robot mode and activated his jets and flew up to the unsuspecting Wazzpinator.

While the Maximals made their plan of attack Wazzpinator was still mumbling to himself about how great he was, until Optimus flew right into him making Wazzpinator lose control for a second. When he regained his bearings, he looked around trying to see what hit him. As Wazzpinator back was turned Optimus flew behind him and tapped him of his head with his finger. Feeling someone poking his head Wazzpinator turned around in shock only to see Optimus there giving him a wave with a smile on his face.

"Optimus Primal!?" Wazzpinator said in shock as he then did what any good bot would do in this situation. He turned around and ran or in his case fly as fast as he could.

Seeing Wazzpinator run, Optimus followed him as he made sure to keep him in sight as best he could. Meanwhile the others on the ground were following the best they could, but Boomer was having problems keeping up.

"Stupid legs." Boomer said as he huffed, bouncing up and down as he was doing his best to keep up with the others. Looking forward he saw Tigatron running on all fours and Ruby using her semblance to keep up. "Come on mates! Wait for ME!"

 **00000000**

 _ **Vale, Patch, Axalon**_

Back at the Axalon Dinobot was looking at the new system simulation at the main table and wasn't happy with what he was seeing.

"Tanglers, Stun guns." Growled Dinobot as he back away from the table and into Rhinox. "What sort of defence grid is this?"

"What gumming your gears?" Rhinox asked him wondering what was wrong with the new system.

"Its one of the best systems I've seen." Added Weiss.

"These toys maybe able to stop Faunus and Humans, but they won't be able to stop Predacons in battle mode. Lethal threats demand lethal response." Explained Dinobot as he walked away. Seeing as he was leaving Rhinox got back to work and Weiss also walked away. But Rattrap watched the whole thing didn't like Dinobot's attitude.

"Oh yeah! Well responded to this chopper face." Rattrap told him as he activated the system to target him. Soon a gun came out of the ceiling and targeted Dinobot.

Hearing the gun Dinobot turned around and saw it aimed at him. It then fired a tangler at him, as the coil wrapped around him forcing him to the ground as he growled as snarled trying to get free.

All the while Rattrap was laughing at him. "Tanglers work pretty good on old dino but." Mocked Rattrap as he placed a hand on the table and turned to Rhinox. "Maybe pred's aren't as lethal as they think."

But at that moment Dinobot gave a huge growl and broke his biddings. One look as all Rattrap needed to see that Dinobot was in a craze state. And he was right as Dinobot drew his sword and held it in a stabbing position. He then rushed over to Rattrap and Rhinox.

Seeing him coming Rattrap push Rhinox out of the way as he then jumped out of the way himself the last second as Dinobot stabbed the console Rhinox was working at. The electricity from the console ran up Dinobot's sword and into Dinobot himself. The power was so strong it sent Dinobot flying into the nearby wall as the blast literally cause his head to spin.

Seeing this Weiss rushed to his side. "Dinobot are you ok?" She asked only to get a groan as an answer.

Soon the alarms went off starting the others as they looked around in shock and worry.

" **Warning! Intruder alert. Sentinel online. Acquiring targets** " Announced Sentinel as images of everyone present in the base was shown on the table's projection.

Hearing this Rattrap looked over at Rhinox with some fear. "Show's over Rhinox. Shut it down." He told his buddy hoping that was the case.

"How?!" Replied Rhinox as he raised his hands in frustration. "The console junk, thanks to you and Dinobot."

At that moment Cheetor and Yang came rushing in as Weiss helped Dinobot straiten his head.

"Hey what's going on?" Asked Cheetor as both him and Yang wanted answers as to why the alarms were going off.

Rhinox rushed over to the destroyed console to try to figure out what was happening. "Sentinel thinks were intruders!" Rhinox informed the others as he slammed his hand down on the table. "We got to get out of here! Yang help Dinobot out of here!"

"Well what about the friend or foe program?" Asked Rattrap as the others made it to the lift and left.

"That's was I was installing, when you pulled this stunt." Rhinox told him as he jammed his finger into Rattrap shoulder.

As they were talking the guns in the room all activated and took aim at the two.

" **Defence grid armed and ready.** " Announced Sentinel as Rattrap got an idea.

"What about the shutdown program?" He asked as Rhinox was confused by it.

"Ruby just finished it before she left with Optimus and the others. Why?" He replied as the guns started to shoot at them. Rhinox went to leave the room and use another exit but Rattrap went to a nearby vent.

Rhinox looked back and saw this as he stopped for a moment. "Rattrap what are you doing?" He asked as he dodged some fire.

Rattrap turned around as he held the vent cover in his hands and used it to block a shot. "We can't abandon the base. And since I turned this thing on." He paused as he transformed into beast mode. "I'm the one to turn it off." He told him as he ran into the vent barely missing some shots.

As Rattrap crawled thought the vent he just realized something. "Oh man I'm starting to sound like Optimus and Ruby." He said to himself as he continued onwards to the central core.

Rhinox couldn't believe what he just heard. Sure the shut down code could work, but that was only if he could make it the core in one piece and have enough time to enter his code. But as more shots came at him he had no choice but to leave. He could only hope Rattrap could make it out ok. But if he paid attention he would have seen another vent open nearby.

 **00000000**

 _ **Vale, Patch, Sector 19**_

Unaware what was happening at the Axalon Ruby, Tigatron and Boomer continued to chase Wazzpinator from the ground, while Optimus kept a safe distance behind Wazzpinator as he chased him to whatever he was hiding.

Ruby was now panting after using her semblance for soo long, as she and the bot ran along side a cliff as she looked up and saw Wazzpinator heading to a stone pillars near the side of the cliff.

"Wazzpinator must warn others." Wazzpinator said to himself as he flew to between the pillar and the side of the cliff. Seeing this made Optimus wonder what he was doing as he followed.

As Wazzpinator flew between the pillar and the side of the cliff, Optimus flew around the pillar and came face to face with the cliff's wall. Acting fast Optimus pulled up as he was just an inch from the wall, but that changed when he reached the top as the cliff had a lip. A lip that Optimus hit. Unfortunately for Optimus the hit made him lose control as he spins in the air.

"Optimus!" Said both Tigatron and Ruby in worry at the same time as they continued on. At that moment he regained control and scanned the area for Wazzpinator.

"No place to hid. So, where is he?" Optimus asked himself as he had no idea where Wazzpinator went to. As Optimus looked around the energon field started to get to him and his systems warned him about the build up. Seeing he had no choice Optimus flew down toward the others. Once down Optimus switched to beast mode as Ruby was catching her breath.

"Did you see him?" Optimus asked the others.

Tigatron shock his head in no. "No but I can still smell him. He's here somewhere."

Optimus nodded as he then noticed something. "Where's Boomer?" He asked as no sooner the words left his mouth, said Maximal came hopping along.

"I finally *Pant* caught up *Pant* you mate's." Panted Boomer as he was about to fall over from exhaustion.

Optimus was about to say something when his comm's went off. " _ **Maximals alert! Intruders have infiltrated base. Sentinel now at level one**_." Hearing this made Optimus and Ruby share a look of confusion.

"What's going on?" Ruby asked as she said what was on both their thoughts.

"Sentinel?" Spoke up Tigatron wondering who this Sentinel was. "Who is Sentinel?"

"Our new defence grid, but it shouldn't be online yet" Said Optimus as he looked at Ruby who gave he 'I don't know' shrug/look.

"It might be wise for you and the others to return." Said Tigatron as he continued. "I'll hunt down Wazzpinator." He finished as he narrowed his eyes.

"Yes. Something is going on in this sector and I want to know what it is." Optimus agreed with Tigatron. "But Ruby and Boomer will stay here with you."

"I need no help hunting Predacons!" growled Tigatron in anger as he then calmed down. "And I prefer to prowl alone."

"Maybe I should go with you Optimus, I did help make the system." Ruby pointed out.

"True, but Rhinox should be there and knows what's happening. I want you here finding out what's going on here." Optimus counter her as Ruby could only nod her head yes.

"Lead the way Tigatron." Said Ruby as they all knew he was best suited for tracking. Tigatron nodded as he then rushed off with Ruby following.

Boomer saw this and groaned. "Not more running." He said, as he started to chase them.

Seeing them leave Optimus smiled and shock his head at Boomer's comment as he then got serious and transformed. " **Field dampers 15%. Suggest transformation back into beast mode**." Warned Optimus internal computer.

"Have to risk it." Said Optimus as he knew he could risk serious damage getting back, but he was still in the dark as to what was happening back at base. "Jets online, Maximum burn." He ordered as he put as much power as he could into his jets hoping that it would be enough.

 **00000000**

 _ **Vale, Patch, Axalon**_

Back at the Axalon the others were running as fast as they could from the base, hoping the guns wouldn't start firing at them.

" _ **Unauthorised personal detected. Perimeter shield activated**_." Sentinel announced as the base's shield went up.

"Giga-bummer." Said Cheetor. "Sentinel locked us out."

But Rhinox wasn't listening "Rattrap come in." Said Rhinox into his comm, but all he got was static. "Rattrap do you read me?" But once more he got static.

Realizing that he couldn't reach him, Rhinox turned his comm off. "Slag, the shield jamming our comm links."

"Apparently, you and Ruby have built a better mouse trap." Dinobot told him as Rhinox didn't know what to say to that.

"Hey guys!" Said Yang as everyone turned to her. "Where's Blake?"

Hearing this everyone looked at each other as they didn't even know Blake wasn't with them. As it then dawned on them where she was, Rhinox said what they were all thinking. "Oh no!"

Meanwhile inside the base Sentinel was looking for the intruders. In one hallway Rattrap was in the vents looking down through a hatch as a light blue liquid filled the hallway.

Seeing this Rattrap just 'tch' at the sight. "Zero friction fluid. Come on Rhinox, that stuff is strictly for amateurs." Rattrap said to himself as he grabbed the vent's hatch door and tossed it onto the ground. He then jumped and landed on the hatch. The momentum from his jump caused the panel to move forward as Rattrap rode it like a surf board. Then out of no where an energy net appeared in front of him, but Rattrap easily jumped over it and onto safe ground.

"Now this isn't a security grid. It's a gym, just for spy guy's like me." Rattrap boasted as he heard guns arming in front of him. He then dodged each shot and acted like he was just stretching the entire time. But as he was patting himself on the back he failed to hear another gun until it was too late. But luckily for Rattrap someone shot it.

Turning around Rattrap saw Blake there with _Gambol Shroud_ in gun mode. "What are you doing here?" Rattrap asked her as Blake put her weapon away.

"Trying to save the base. Just like you." Blake told him only to hear gears turning and seeing Rattrap in robot mode with his gun pointed at her.

"A likely story." Rattrap said to her. "Ever since you joined up, you've gone out of your way to hide things from us. I think it's time you come clean."

"I don't have to sa…" But out of now where Blake fell to her knees and held her ears in pain.

Seeing this made Rattrap look down at her in surprise as he wondered what happened to her. He then remembered the screech and it's effect on Faunus. But Blake wasn't a Faunus… or was she? Rattrap reached over and grabbed her bow and took it off. To his Shock there was a pair of car ears there.

Soon the screech stopped and Blake could move again. "I know what your thinking Rattrap." Blake told him as Rattrap raised an eyebrow.

"Yeah and what am I thinking?"

"That I'm a spy sent by the White Fang. But your wrong." Blake told him with a strong tone and an even face. "I wanted people to know me for me. I've seen so many Faunas treated badly just because of what they were and not who they were." She finished as tears were starting to form in her eyes.

Seeing this this Rattrap sighed and holstered his gun. He then opened his forearm and pulled out some ear buds "Alright. Put these in your ears, they will keep the screech from affecting you again"

He told her as he changed back into beast mode. "But know I'm watching you. One wrong move and I won't hesitate to shoot, got it."

Blake nodded and the two left to get to the central processor as Blake quickly grabbed her bow and put it back on. But she knew now that Rattrap knows her secret, he will tell Optimus, who in turn will tell Ruby. And what will happen next Blake had no idea.

 **00000000**

 _ **Patch, Sector 19, Ruby's team location**_

As Tigatron smelled the area for Wazzpinator scent Ruby and Boomer followed behind him, neither saying anything so Tigatron could concentrate.

"The trail leads here." Tigatron told the others as they stopped and saw nothing.

"You sure mate? Cause I see nothing here." Boomer asked as Tigatron turned around and growled at him.

"His trial leads here! Now if you want to track him be my guest."

While the two bots where arguing Ruby deicide to lean against the wall, only to fall though it. Hearing Ruby fall the two stopped and looked over at her.

Boomer bounce over to Ruby and held out his hand. "You ok Shelia?" He asked as Ruby took his hand an pulled herself up.

"Yeah." She told him as he then turned to the wall and put her hand through it. Seeing this Ruby then walked through it and saw a hologram projector on the other side.

"You guys better transform now." Said Ruby as she got _Silver Thorns_ ready. Both Bots transformed in stealth mode and got ready for what ever could be in the cave.

After walking for a few minutes, they saw what looked like mining being done making them wonder what was going on. They then saw a light coming their way and got ready, but when the light reached them it turned out to be one of Tarantulas's spider drones.

Ruby looked at the two and nodded her head towards the drones. The two got the message and they started to follow them. But at the same time Ruby was wondering what was happening at the Axalon.

 **00000000**

 _ **Vale, Patch, Axalon**_

Back at the Axalon the others were shooting at the shields hoping they could force them down. But after several minutes of continues firing the shield were still up.

Seeing this Rhinox raised his hand to make them stop firing. "Well, we can't blast our way through it." He informed the other as the energon fields were starting to affect them. Seeing no other choice, they transformed into beast mode.

They then heard a jet pack and saw Optimus coming in for a landing, as he transformed once he reached the ground. "What's going on Rhinox? I got a message form Sentinel about intruders." Asked Optimus but before Rhinox could answer Yang went right up to him.

"Where's Ruby?"

Optimus was a little surprised at the question given what was going on. "She's with Tigatron and Boomer tracking down Wazzpinator." Optimus told her and went to Rhinox but was once more cut off by Yang.

"You left her out there!" Yelled Yang as her eyes turned red. "You know that they're trying to figure out her secret and you just left her out there!"

Having enough of this conversation Optimus turned to her with a glare. "Yang your out of line!" He yelled as he looked her right in the eyes. "Ruby is more then capable to keep herself safe. If you can't see that then I can't risk you being out on the field."

Hearing this the other went wide eyed as they never seen Optimus take someone off the field before.

Optimus then turned his attention back to Rhinox. "Rhinox about the base?"

Rhinox shock this head and answered. "It's talking about Rattrap and Blake. They're trapped inside."

"If we don't figure out a way to deactivate Sentinel soon, they're toast." Added Cheetor as Weiss then stepped forward with _Myrtenaster_ out.

"I have an idea." She told the others as she brought out a summoning glyph. Soon her white knight appeared from it. The others were speechless as they heard of it, but they have never seen it before.

Weiss the pointed at the base and the knight jumped into action as it started to hack and slash at the shields. After a minute or so of slashing the shield went down as the others smiled at the feat. Rhinox looked at the base and saw the auto-guns activating. He was about the warn Weiss when they fired gravity dust at the knight making it super heavy. As the knight tried to get up the guns fired on him. The knight not being able to take it shattered. With the knight gone the shield went back up.

Optimus walked over to Weiss and put a hand on her shoulder. "It was a good try." He told her as he looked at the others. "Anyone got any other ideas?" He asked as no one had anything at the time.

Inside the base Both Rattrap and Blake felt the base shake. As the neared a shaft leading upwards in the base.

"Any idea what that was?" Blake asked Rattrap as they opened the door.

"No idea." He told her as he peaked his head out to look around. "It's clear but be careful."

Blake nodded as she jumped onto a nearby ladder. Once on Rattrap jumped out too, but he landed wrong and was about to fall off when Blake grabbed him and helped him up.

But before Rattrap could say anything a disrupter bolt appeared above them. " **Intruder!** " Said Sentinel as he got ready to fire. " **Your required to stand down**."

Rattrap was about to say something when Blake spoke up. "Rattrap what is that?" She asked as she pointed down.

Rattrap followed her line of sight and saw a blue energy field heading upwards towards them. "Wow Cryo fields and disrupter bolts." Rattrap told her as the bolt then fired down on them.

The blast knocked Blake off the ladder and onto Rattrap making them both fall. Rattrap then transformered and used his legs the support himself in the shaft as he grabbed Blakes hand and tossed her to the ladder.

"Give up Sentinel. You don't have a chance. Cause I'm a stealth fighter, a master marksman, Blakes whatever she is." Said Rattrap as Blake gave him a dirty look as Rattrap continued. "And I'm also a demolition expert." He finished as he brought out a bomb from the forearm and tossed it at the disrupter bolt. The bomb went off destroying it and Blake and Rattrap one less thing they had to worry about.

" **Resistance Presence. Upgrading program.** "

Hearing this both of them looked up to see three more disrupter bolts appear. "Oh man there won't be enough left of me to fill a tea spoon." Rattrap said as he looks up in surprise. Luckily for Rattrap Blake wasn't in the same mind set as she turned her head and saw a hatch. She then opened the hatch and looked at Rattrap.

"Come on!" Blake yelled as she went into the hatch. Rattrap looked up at the bolts and saw that they were about to fire and he quickly jumped in as the bolts just barely missed him. Soon the cryo field pass them as well as Rattrap looked at Blake.

"Nice save kid." Praised Rattrap as Blake nodded. "Now to get to the core and show this hunk of junk what it means to mess with us."

Hearing this Blake looked at him funny as Rattrap saw the look. "We're in this together now. We live or die depending on how well we work together." He told her as Blake nodded and the two set off.

 **00000000**

 _ **Ruby's team's location**_

As Ruby, boomer and Tigatron walked through the tunnel, Ruby wondered were they were as they had been walking for some time. Soon they heard voices ahead of them.

"Wazzpinator say we must deal with Optimus first."

Hearing Wazzpinator voice the three of them rushed to towards the voice while keeping cover. Looking over slowly and carefully they saw Wazzpinator, Terrorsaur, Blackarachnia, Roman and around a dozen White Fang members.

Ruby surveyed the area and saw Blackarachnia working on something that looked like a tuning fork. Not knowing what it was and judging by the work they were doing, Ruby figured it was key to whatever they were doing here. Looking at Boomer and Tigatron she pointed at the fork. Both of them looked over and saw it and then nodded to her, as they each moved a separate way to get near the device.

As Ruby moved she saw another person in the cave. Looking closer she saw it was the mystery girl that Rattrap saw as he was leaning on a mining car looking annoyed. As Ruby was about to move again she felt a headache that only comes with the Matrix. Soon she saw the girl as she then turned into what looked like a robotic shark that stood on two legs with sharp claws for hands. Her eyes were green and without a soul and she teeth looked like they could bite though anything.

But it didn't stop there as a figure appeared above the girl. Ruby couldn't make it out clearly, but the figure looked female with white skin and white hair. But soon it changed as there was an oval type body as that was all there was to the body, but the thing that stood out most was that there were five different faces. But before she could get a good look at the faces the Matrix ended her vision.

Rubbing her head to clear her thoughts, Ruby had a strong idea what those two beings were but for know she had to focus on the mission.

"Listen bug boy." Said Roman cutting Wazzpinator off. "The only way Optimus could get here would be if you lead him right here. Now do you see a big ape walking around here? Do you?"

Wazzpinator didn't say anything as Roman was right about what he said. But A White Fang member who was an ape coughed into his hand gaining Roman attention.

"Expect you Even." Corrected Roman as Blackarachnia brought the fork over.

"Even if he did find this place, he'll be too late." She told the others as she placed the fork into the wall in front of the others and started to type some commands into it. "The emitter is ready. In 15 cycles we'll be inside the Maximal base."

Hearing this Ruby then walked out. "Thanks for informing me about your plan." She told everyone as the White Fang, Predacons and Roman were shocked to see her here.

"Dumb move little red. Your outnumbered and out outgunned." Roman told her as Ruby just smiled. Then Tigatron jumped out with his gun pointed at them.

"Count again." He told them as Boomer Jumped on Blackarachnia and took the emitter. At the same time Tigatron started to fire at the crowd before him causing them to run away from getting hit.

"Let's go!" Yelled Ruby as the three of them ran the way them came.

Roman looked at where they went as he snarled at what just happened. "Get them!"

Soon the Predacons transformed and the White Fang grabbed their weapons and chased after them hoping they could get the emitter before it went off. As they made their way no one notice Cinder watching from her spot the whole time as she did nothing to help them.

As the Maximals ran down the tunnel they bobbed and weaved as they avoided shots from their pursuers and returned fire when they could. As the Maximals ran the turned a corner and as the Predacons turned too but when they did they didn't see them anywhere.

"Were did they go?" One White Fang member asked as everyone looked around.

"There here." Another one said. "I can smell them."

"Up here." Said Tigatron in a serious voice as everyone looked up and saw the Maximals holding onto the walls above them. But what stood out most was Tigatron had the emitter in one of his hands.

"You can't win Cat! The emitter will explode and take all of you with it." Blackarachnia yelled at Tigatron as she did her best to avoid looking at Ruby. She still wasn't sure what to think about her and her conversation with Megatron. Thinking about it hurt her head as Ruby said everything she knows is a lie, but if that was true then who is she.

"In that case allow me to return it." Replied Tigatron as he brought Blackarachnia out of her thoughts as Tigatron throwed it at the ground below him jamming it into it.

Seeing this Roman eyes widen as he then turned around and ran. "Everyone man for themselves." He said as the others did the same thing and ran after him.

Ruby and co. then jumped down and Boomer and Tigatron transformer back into beast mode. "Run!" Yelled Ruby as they hid tailed it out of there.

"Don't have to tell me twice Shelia." Said Boomer as the emitter was about to blow.

 **00000000**

 _ **Vale, Patch, Axalon**_

As the others thought about how to get inside the base, their thoughts were cut off as the heard an explosion nearby. Turning around they saw some rocks falling from a carter as smoke rose from it.

"Jumping gyros! What was that?" Yelled Cheetor in shock as everyone was getting their bearing form the explosion.

"Let's find out." Optimus told the others as the bots transformed and they ran over to the carter.

Once there they looked around as they wondered what could have caused this. Soon a few rocks started to move, thinking it was an enemy or some type of grimm everybody aimed at spot. But soon the rocks fell over revealing Ruby, Boomer and Tigatron.

"Ruby!?" Said Optimus is surprise. "What is this?"

Ruby and co. started to climb out as the others helped. "Long story short, the Preds where going to blow a hole in the bottom of the base." She told him as she then looked at the base and the raised shield.

"What's happening here?" She asked as she noticed Yang wasn't acting like she has been of late, but she had bigger fish to fry at the moment.

"It's a long story. And hopefully one with a good ending." Optimus told her as Rudy was even more confused.

Meanwhile inside the base Rattrap and Blake were nearing their destination as Rattrap had a little problem opening the vent as a box was on it but was able to push it open as the two climbed out. Blake then looked around the room as it was octagon in shape with a control console in the middle of the room with soo many buttons on it she had no idea what all of them did and it was surrounded by some sort of energy pool.

" **Unauthorized access to computer core**." Said Sentinel as it tracked Rattrap and Blake and started to prepare its defences. Luckily both of them heard Sentinel and were watching for anything. Soon a blast hit Rattrap sending him to the edge near the energy pool. Soon more blasts were fired and Blake grabbed Rattrap and tossed him the console in the middle of the room.

"Hurry!" She yelled as Rattrap understood what she meant as he transformed and started to look for the shut down program.

"Where is it?" Rattrap asked himself as he continued to look for the program. Blake meanwhile was doing everything she could make sure that Sentinel was watching her and not Rattrap.

As she jumped behind a box she took a second to catch her breath as she brought got _Gambol Shroud_ in gun mode and shot the gun that was firing at her. Seeing the gun was destroyed Blake took another second to catch her breath and looked over at Rattrap as he slammed the console.

"Ah ha found it." He yelled as he started to put his code into it. Blake then jumped over to Rattrap as he was about to press enter only for both of them to see a large pyramid shape object appear before them. The object then opened up showing it was some sort of weapon.

" **Shatter field online**." They heard Sentinel announce and the shatter field powered up. Rattrap looked at the console as he was about to rush it to hit the enter button, but Blake grabbed him and pulled him down as the shatter field fired and barely missed them. But he creates behind them weren't so fortunate as the shot hit them, sending them flying all over the place with some landed on the two of them pinning them to the ground.

As the two of them tried to get free the shatter field moved to get a better fix on them. Rattrap saw this and tried to push the button as he heard Sentinel saying target locked. Meanwhile Blake was frozen in fear as her animal instincts were telling her to run, but another part was telling her to do everything to push the button. In the end she was like a deer in headlights.

" **Preparing to terminate**." Said Sentinel as it was about to fire, as Rattrap was close to pushing the button.

 **00000000**

 _ **Vale, Patch, Outside The Axalon**_

As the others waited outside the base, no one said anything after Ruby gave her debriefing to Optimus as no one had anything to say. Soon the shield went down surprising the others.

"Hey the shield went down." Said Cheetor as Weiss face palmed.

"Thank you for stating the obvious Cheetor." She told him.

But as the other were wondering what was happening Ruby started to cry as Rhinox hung his head down.

"What is it you two?" Asked Optimus wondering why there were so down.

"Sentinel wouldn't drop the shield if an intruder were still active." Explained Rhinox as the other now understood what happened.

"Rattrap gone? No way! I don't believe it." Said Cheetor in disbelief.

"Blake, no." Said Yang as she hung her head.

"Rattrap was a difficult Maximal to deal with, at times impossible. And Blake even thought we knew little about her, you could see she wanted what was right for everyone. I'll remember them with honor." Said Optimus as he placed a comforting hand on Cheetor.

"I never knew Blake, she never talked about herself and never stood out, but I'll try to remember the best things about her." Weiss said out loud.

"I won't disgrace their memories with lies! He was a stinking, onerous, pest. Still in some pervious way I will miss him. And Blake she stood up for her beliefs, something that takes great courage to do." Dinobot told the others as he hung his head at the end.

"Sure, he smelt bad, he was a rat, but he was my best friend." Said Rhinox.

"I won't forget them, I will use this loss as a way to motivate myself so nothing like this can never happen again." Said Ruby as Boomer and Tigatron said nothing as everyone had moment of silence for the two.

But then the lift activated surprising them all as the saw both Rattrap and Blake coming out the base and alive and well.

"oh boo, boo who." Said Rattrap in beast mode as he used his tail as a tissue. "Don't stop now. You motor heads are killing me." He told them as everyone was shocked to see them still alive.

"How did you..." Started Rhinox only to be cut off by Rattrap.

"Avoid getting scraped? Well it was no oil bath…" Started Rattrap only for Blake to cut him off.

"We used Ruby's shut down program"

Rattrap glared at here as his look then turned into a 'I'm going to tell them look' as Blake nodded as she just hopped that they would accept her after they learn the truth about her.

 **The Maximals now have a new security system and both Rattrap and Blake can say without a doubt it works quite well. And Blake's secret has been exposed to Rattrap who will tell Optimus about it and who knows what will happen from there.**

 **And for those who didn't know who Ruby saw it was a Sharkticons for Cinder and a Quintesson for Salem. For those who don't know these two Sharkticons are foot soldiers/slaves for Quintessons. And how the Matrix know this, well I explain that later.**

 **On another note it looks like Blackarachnia isn't sure who is her real allies are but is staying with the Predacons for now. Who knows when she'll change sides, if at all.**

 **Well until next time.**

 **WAIT! I forgot about Roman and his digging crew. Best check in with them.**

While the Maximals were fixing their new security system, Roman and his crew were digging themselves out. As Roman started to pull himself out he was coughing up dirt and dust. As he looked around he saw the White Fang helping each other out as Wazzpinator was reattaching his right arm.

He then noticed they were back in the main cave where they meant to fire off the emitter. He then saw Cinder just leaning against the mine car with a smile on her face. Right now he wanted to blow her head off so badly, but he knew he had to get out of here before they used up all the air. As he brought out his commutator he dreaded what was going to happened.

"Roman to Darksyde."

" **Darksyde here**." Replied Megatron as Roman was now sweating. " **Tell me Roman are you in the Maximal base right now?** "

"Well no." Started Roman as he gulped. "We were found out and the Maximal used the emitter on us. We're trapped, and we need a ground bridge to get out."

There was silence on the other side as Roman and those listening in held their breath as they awaited a reply. " **How did they find you?** " Finally came Megatron's reply.

"I believe it was Wazzpinator." Roman told him without a second thought, as he saw Wazzpinator glaring at him. "He left the cave system and when he came back he said he hade a run in with the big ape. Then little red and her merry band attack us."

" **Very well get your men back to base. We'll disuse the matter later**." Megatron told him as a few minutes later a ground bridge opened up and medical personal came through and helped the injured onto gurneys and help them back to base. As Roman walked through he knew he was in a lot of trouble, but he hoped his track record would save him or at least lessen the punishment.


	16. Gorilla Warfare

"Talking"

" **Radio talk"**

" _thinking, weapons names, and flashbacks"_

 **Disclaimer: I do not own either Beast wars or RWBY**

 _000000000000_

 **Chapter 15**

 **Gorilla Warfare**

 **00000000**

 _ **Mistral, Country Side**_

In the kingdom of Mistral, a lone raven was flying through the air as if it was keeping watch for something. As it flew over a river near a waterfall it did a double take as it saw a gorilla, a raptor and a girl with long blond hair walking along the bank of the river. It then flew down and landed on a nearby tree and watched them.

As Optimus looked around the area he looked back at Dinobot and Yang as the two didn't want to be here with him as he collected plant samples. Optimus shook his head as he knew he had to get it though Yang's head that acting without thinking will only get you so far in life. And Dinobot was there for security reasons.

Soon Optimus saw a large boulder that had a plant he's never seen before. "Aw, here's a new specimen." Optimus mostly said to himself as he looked at the plant with it's long stem and bub head.

"Dinobot, Yang come on! Your both suppose to be assisting me." Optimus yelled at his teammates as the Ravens eye's widened at hearing Yang's name.

"Why are we doing this again?" Yang asked as she wanted to practice her punches, not be a florist.

"You do realize that we are targets out here. TARGETS! And still you stop to smell the roses or what ever." Said Dinobot as he added his two cents to the conversation.

Optimus just shock his head at the two, he expected this from Yang, as her attitude towards him hasn't been great since he benched her. He was hoping a simple flora gathering mission could help him show her that not everything could be solved with a punch.

"I would like to remind you two that I signed on for this mission as an explorer. Just because we bumped into some Predacons is no reason to stop learning new things." He told the two as Dinobot growled at him and Yang rolled her eyes.

"Well if we encounter any of Megatron forces, White Fang or grimm, you may learn it is unwise to dally with plants, we should be devising battle strategies." Dinobot told Optimus as Yang agreed with him.

Optimus bent down and touched the plant. "Knowledge of the territory can be an advantage in battle Dinobot. You're a solider, you should know that." He told Dinobot.

"Then why are we in Mistral and not Vale or Vacou? That's where the battles are." Questioned Yang as she wanted to get this over with.

"For now." Optimus told her as he continued. "But sooner or later the battles will include all four kingdoms and we need to be ready for that."

"Then how will learning about plants help us?" She questioned as Optimus put his hand to his face and shook it. She then activated _Ember Celica_ and aimed at the rock. "Stand back I'll get it for you."

Yang was about to fire when Optimus grabbed her arms and pointed them down. "Hold on! Hold on!" He told her as he let go. He then looked at the base of the boulder and saw it was being supported by a smaller rock. He then grabbed the boulder with his hands and the smaller rock with his foot. He then pulled with his foot taking the rock away and at the same time directing which way the boulder would fall, freeing the plant.

"You see. It is possible to look for non-violent solutions first." Optimus told the both of them hoping they would learn from it.

"Bah. But I think you've lost your battle edge Optimus. In our fight against Megatron, there is nothing you can learn from this worthless weed." Dinobot hissed as he turned around and started to walk away.

"What he said." Yang told Optimus as she turned around too. But if both of them paid attention to the plant they would have seen it turn their way. It then shot a seed at both of them hitting Dinobot bot in the middle of his neck and Yang right in her hair.

Their reaction was to be expected as Dinobot thrashed about trying to get the seed and Yang was screaming trying to get her seed untangled from her hair. Optimus slowly made his way over to Dinobot as he told him to 'hold still' as he tried to get it off his neck. Soon Optimus got it off his neck as he dropped it to the ground as he was about to help Yang, only to her eyes turn red.

Yang's hair then caught fire due to her semblance as the seed burned from the heat. But Yang wasn't done yet as she then fired a shot from _Ember Celica_ at the plant destroying it. Once she calmed down she saw Optimus giving her a disapproving look.

"What?" She asked as she didn't know what she did wrong.

Optimus grabbed the bridge of his nose hearing that. "Yang. This is why I pulled you off the field." He told her.

"Hey what if that thing was poisonous? I was protecting myself."

Then the seed that Optimus dropped opened up and a new plant started to grow from it.

Optimus looked at the seed and then Yang. "Poisonous?" Was all he said as Yang knew she had no standing.

"Yang, you need to gain a better control of your emotions. You let them control you too much and one day it could cost you." Optimus told her as Yang took offence to that.

"I do not let my emotions control me."

"You do." Said Dinobot shocking Yang as he was last person she thought would side on Optimus about this. "You need to find a balance where your emotions can help you, but at the same time not control you. Or else Ruby will need to make more adjustments to your weapon in order to protect you."

Hearing this confused Yang. "What do you mean?" She asked him as Dinobot explained.

"Ruby came to me when she was rebuilding your weapon. She told me that you tend to jump before thinking and wanted to protect your arms better without sacrificing your speed."

Hearing this Yang looked down at _Ember Celica_ and at the metal that cover her arms, as she never truly understood why Ruby did it.

Optimus saw the look on her face and turned to the river. "Come on their no more subjects in this area. Let's move onto the next one." He told them as they were about to head out, until a voice spoke up.

"What about me!"

Turning to the source they saw Scorponok in robot mode standing on some rocks in the middle of the river. The Raven saw this as it's eyes widened in surprise as it looked like it was going to watch as well as get ready to fly away if it need to.

Scorponok then fired at Optimus's group forcing them to jump out of the way as Optimus went one way and Dinobot and Yang the other. Once safe Optimus and Dinobot transformed and they took cover behind some rocks. Scorponok meanwhile keep firing missile after missile at them, but only with his right hand.

As both sides traded fire, Scorponok seem more interested with Dinobot and Yang as he continued to fire around them. Optimus then noticed this and looked over at them as he saw what Scorponok was doing as the trees behind them started to lean their way.

"Dinobot, Yang!" He yelled at them, but too late as a few trees feel over pinning them to the rock they were using as cover. Seeing this Optimus started to head over to them to help, but Scorponok hand other plans for them.

"I have a special cyber bee. Just for you Optimus Primal. Enjoy!" Said Scorponok as he opened his left launcher to revel a metal bee. He then fired as the bee flew at Optimus who could only turn to face it as it clamped down on his chest.

Optimus was then able to get a shot off as it hit Scorponok dead centre in his chest and knock his back onto a log. The weight from Scorponok landing then cause to log to move as it went over the falls with Scorponok screaming the whole way down.

Dinobot and Yang then were able to push the trees off them as they saw the bee start to infect Optimus with something causing him pain.

"We need to get back to base." Yang told Dinobot as she contacted the Axalon while he lifted Optimus up.

While this was happening, the raven was still watching everything as the ground bridge opened up shocking it once more, while the others went through it. Once though the bridge shut down, leaving a confused raven as it brought its wing to its beck in thought.

 **00000000**

 _ **Vale, Beacon, Team RWBY's Room**_

While all this was going on Blake was in her team's room with Ruby as Weiss and Yang were out. Yang was with Optimus and Weiss was seeing what resources she could get for the Maximals. But it was slow going. Heiress she might be but with little to no contacts and people she could trust she had to move carefully.

Blake looked over at Ruby as she was doing her homework and couldn't help but think back to the conversation that she had with both her and Optimus.

 _ **Flashback, Patch, Axalon, A day after sentinel was turned on**_

Currently Blake was sitting in Optimus office with both Optimus and Ruby sitting in front of her. Both of them had blank faces as Optimus was looking over something in his hand.

"Blake Belladonna." Started Optimus gaining Blake's attention. "Daughter of Kali and Ghira Belladonna."

Optimus stopped and looked at Blake with a frown on his face before continuing.

"Ghira Belladonna was once the leader of the White Fang, meaning that you are a member to..."

"I'm not any more!" Blake cut him off as Optimus looked at her telling her to continue.

"I was once a member but when my father stepped down and Sienna Khan was named leader I did believe in what we were doing as we were getting results. But later I realized it was the wrong way as members got more extreme and the people we were trying to prove to that we weren't monsters got the idea that we were monsters. I then realized that the White fang I believed in was gone, so I left it, my teammate/partner, everything. I want people to accept Faunus's for who they are, not for what they are."

After hearing this Optimus and Ruby looked at each other as Ruby spoke up. "How do we know your telling us the truth?"

Hearing this made Blake unsure how to answer. After a minute of silence, she answered. "By my actions. Have I once told the White Fang anything about how we operate, have we been ambushed when there was no way it could have happened?" She told them as Optimus and Ruby leaned into each other and whispered to each other.

Soon they pulled apart and Optimus spoke. "You are right, but that doesn't change the fact to lied to us for months about who you truly are. I can understand you wanting people to know you for who you are not what you are, but the fact is you didn't trust us and for that we can't trust you right now." He told her as Blake lowered her head.

"That being said…" Optimus spoke up again making Blake raise her head. "We Maximals believe in second chances. So, for now you will have the lowest clearance possible and you won't be allowed in sensitive area's alone." He told her as Blake didn't know what to say.

"But know this Blake you step out of line we won't hesitate to throw you in some prison with your full record nearby for them to identify you with." Optimus warned her as Blake nodded her head.

"Good." Said Ruby as Blake attention shifted to her. "Then Blake can you tell us some things like is Sienna Khan on the Predacon side or not?" She asked as Blake thought about it.

"No, she's not. If anything, I think it's the Vale branch only with some others smaller branches helping them." Blake said to them as more questions came her way.

 _ **Present**_

After that meeting Optimus pretty much changed into beast mode and carried her to the CR chamber to get her medical scan. But the thing that Blake couldn't believe was that they weren't going to tell anyone about her, until she was ready to tell them. But they did warn her about waiting too long and how it could affect team dynamics.

Blake then looked at her leader again and wished more people were as accepting as her.

" **Ruby come in**." Said Rhinox over the comm getting both girls attention.

Ruby then brought up her commutator and answered him. "Rhinox what's wrong?" She asked him wondering what was up.

" **Gather your team and come to the Axalon as fast as you can**." Rhinox told her as Ruby looked at Blake who nodded and called Weiss.

"Rhinox what happened?" Ruby asked again as she heard Rhinox sigh on the other end.

" **It's Optimus**." He told her as he paused. " **He's been hurt**."

Ruby didn't need to hear any more. "Were on our way." She told him as both her and Blake left to meet up with Weiss and then ground bridge over to the Axalon.

 **00000000**

 _ **Vale, Patch, Axalon**_

It was night by the time everyone gathered at the Axalon and was brought up to speed. Currently everyone was seat at the main table in the control room while Optimus was in the CR chamber.

"You were supposed to be his back-up." Accused Cheetor at Dinobot as Dinobot wasn't going to take it.

"We were ambushed. And don't tell me my duties furball or you shall be occupying serval recycling bins!"

As the two growled at each other Ruby stepped in. "Dinobot's right Cheetor, they were caught off guard. There nothing we can do about it now." She told the two as Rattrap looked disappointed.

"Aw I have five lein on the kid." He said to himself mostly.

"Really mate." Was all Boomer said to Rattrap as he wasn't sure if he was serious or not.

Weiss groaned at the males in the room as she asked Rhinox what everyone was thinking. "Rhinox is Optimus going to be ok?"

"No." He told her as he continued to work on the console trying to figure out what was on Optimus. "It looks like a viral mine. It fused with his net core. He can't transform while the thing is attached."

"Then let's rip the thing off him." Yang told the others as she got up and faced the CR chamber.

Hearing this Rhinox quickly got up and faced her. "No don't! The mine rerouted all his life support functions to itself. If we yank it, he lives for less then a minute." He informed the others were unsure how to proceed hearing this.

"It also gets worse." He continued. "Right after that the mine explodes. Taking out everyone in sprinting distance."

"That's cold mates." Said Boomer as he couldn't believe how one mine could do so much.

"Man, I don't get it. Why? For what?" Cheetor said out loud as everyone looked at Dinobot who understood why they were looking at him.

"A viral mine you say." Said Dinobot as he pondered it. "I know Scorponok creations, this one is intended to turn our leader into a coward. One who will lead us to defeat, unless Ruby takes command from him."

"But what if they try the same thing on Ruby?" Yang asked him as she couldn't bear the thought of something like that happening to her sister.

"I'm not sure they can." Rhinox told her, relieving some fears in their human members. "Humans and cybertronians are wired differently. Something that can work on us may not work on you and vice versa."

Hearing this Ruby let off a sigh of relief. "Can we cure Optimus of this?" She asked Dinobot.

"If there is an anti-virus, Scorponok will have it." Answered Dinobot as the others knew that meant attacking the Predacon base.

But before anyone could say anything they heard fire coming from the CR chamber. As they all looked over at it they saw shots coming out of the chamber as the chamber shut down from the damage. They could only look on as Optimus started to pound on the door as it then fell down and Optimus stepped out with a crazed look in his eyes, as he looked at them all.

"All right who wants some?" Optimus asked them all as he pointed his wrist cannon at them all. Hearing this everyone in the room slowly got up and made a loose circle around him.

"Optimus." Said Ruby calmly as Optimus turned his gaze to her. "We need you to clam down. That bug on your chest is messing with you." She told him hoping he would listen to her and calm down, but instead he got even more ready for a fight.

"Nobody takes it off! Understand?" Optimus told them as the others were unsure how to proceed.

"You hear me! I'll blow your slagging heads off." Threatened Optimus as he turned and faced Yang and Dinobot who were behind him. Hearing this Dinobot kept a calm outward demeanour while Yang took a step back in shock and fear.

"Don't do anything crazy there mate. You're not in the right mind set right now." Boomer calmly said to Optimus, while Rhinox took the chance to run up behind Optimus and grab him.

"Hold on there." Rhinox told him as Optimus tried to get free.

"Get off of me!" Yelled Optimus as he couldn't get free. "I don't fear you. I don't fear any of you!"

Seeing that Optimus was contained Weiss looked at Dinobot. "I thought you said it was to turn him into a coward?" She asked him as the others wondered the same thing.

"No doubt that was it intention, but Scorponok is notoriously incompetent." Informed Dinobot as he leaned in closer to Optimus. "I would say instead we have a berserker. Interesting?"

"Optimus can beat it." Cheetor said hopefully. "Come on big bot fight it, you can do it, please."

"But what if he can't?" Asked Blake as the others looked at her. "What do we do with him for the time being. In this state he's more likely to attack anything that moves."

Hearing this the others wanted to deny her claim, but they couldn't as she hit the problem right on the head. "She's right." Said Optimus surprising the others.

"It's too hard to keep control. I can't fight it. Disarm my weapons. Lock me up." He told them as Ruby and Cheetor hung their heads down.

"Do it." Ruby told them as Rhinox guided Optimus to the brig with Boomer, Dinobot, and Rattrap going with for support.

Ruby looked over at Yang as she rubbed her left arm as it seemed like she was lost in thought about something, but right now she needed to figure out their next move and fast.

 **00000000**

 _ **Vacou, Darksyde**_

While the Maximals were dealing with their leader, at the Darksyde Scorponok (In robot mode) was in his lab working on something. Then out of no where Megatron (In beast mode) and Adam walked up behind him, scaring him in the process.

"Aw Scorponok, yeess, we have been waiting for report." Megatron told him as Scorponok turned around to face them as Adam crossed his arms.

"You were able to get the job done right?" Asked Adam wondering if he did the job right or not.

"Of course I did it, I stuck it to him and good. Right in the centre of his chest." Scorponok told them as he crossed his arms proudly.

Hearing this put a smile on Megatron's face. "Excellent and the anti-virus?" Asked Megatron wondering where it was.

"Just one, like you said. Right behind you." Scorponok told him as he pointed behind Adam as the two turned around and saw a pole with a vile attached to the top of it.

"Megatron why did you make this?" Asked Adam as he saw it as a waste of time and resources. "If they get this Optimus will return to normal."

Hearing this made Megatron chuckle. "Yes, if they get it. Don't forget our defences are better then before and our new guard towers are up and running. And Optimus will not want to stay a coward forever and will lead his Maximals on a futile mission to retrieve it."

"That's if Optimus leads them." Adam pointed out making Megatron turn to him. "You seemed to forget about Ruby Rose. She seems to be their second in command. If Optimus can't lead them the other Maximals will turn to her."

"True." Admitted Megatron. "She will most likely take over, but for how long can she take Optimus being in that state before her caring heart tells her to 'save' him?" Megatron asked Adam as he caught on to what he was saying.

"And when they come the Beast Wars will ended with us being the victors and new rulers of Remnant!" Boasted Megatron as Adam and Scorponok smiled at the thought.

 **00000000**

 _ **Vale, Patch, Axalon**_

In the Axalon's brig Optimus was detain by energy bars in a circle formation. Optimus not in his right mind set thrashed against them trying to get out. But all he did was hurt himself slightly each time, but it didn't stop him in the slightest.

Above him was a viewing window with a speaker built into it. Looking through it was both Cheetor and Yang. Each there for different reasons. Cheetor hoping to help his mentor/friend and Yang because it was almost like looking into a mirror for her.

Without even looking behind him Optimus knew who was there. "Come to look in a mirror Yang?" He asked as Yang had nothing to say as he was right.

The Maximals have been telling her to reign in her temper, but each time she thought they were exaggerating. But seeing Optimus like this was a real wake up call for her. Maybe they were right, maybe it was only a matter of time before her temper hurt herself or those around her.

Cheetor pressed a button on the speaker to turn it on so he could speak. "Is there any of the old Optimus left in there?" He asked hopefully as Optimus turned to face them.

"Yes, some." He told Cheetor but weakly.

"Don't let it go big bot. Don't let this thing tweak you out of control." Encouraged Cheetor hoping for the best.

"I don't know… if I can… beat it." Optimus told him. "But I think… I can adopt to it… maybe hold this aggression down, even… use it… to our advantage."

"Really." Cheetor said hopefully as Yang pulled him back for a minute.

"Are you sure about this?" She asked him not quite sure herself.

"This is Optimus we're talking about. If anyone can do it, it's him. Anyway, it's not like you have room to talk." Cheetor told her

"What's that's suppose to mean?!" Demanded Yang's as her eye went red a little, but it didn't affect Cheetor.

"You loss your cool on the smallest of things. Even if something touch's your hair you loss it. That's why we don't tell you some things right away." Cheetor told her as Yang got a bit of a hurt look on her face hearing this.

' _That's not true. Right?_ ' Thought Yang as she remembered some of the things that has happened in the war so far. Like when Ruby was sent to the Darksyde by accident, she exploded on the guys blaming them for it. Now that she had time to think about it they were just as worried as her. And since then when something happened to Ruby they were hesitant to tell her out of fear of her reaction.

But while Yang was lost in thought she failed to see and stop Cheetor letting Optimus out.

Meanwhile the others were in the command centre discussing battle plans on how to get the cure for Optimus.

As they discuss battle plans Dinobot suggested something that the others weren't sure about.

"What do you mean use him to our advantage?" Asked Rhinox wondering what Dinobot meant.

"Optimus is a war machine. I say we point him in the right direction. Give him full armament and then unleash him upon the Predacons and White Fang! If we want the anti-virus, that is the only way to get it." Dinobot told them as everyone had different taste on it.

"As much as I want to see those White Fang mutts, get what they disserve." Started Weiss as Blake gave her a quick dirty glare. "That's a suicide plan for Optimus."

"The Shelia right mate." Added Boomer as he brought up a map of the Darksyde. "They've been upgrading this defences. I'm not sure we can attack them like we normally do and get out ok."

"Well no plan is perfect." Said Dinobot as some of the people in the room gave him dirty looks.

"Maybe Dinobot is right." Said Ruby as everyone looked at her in shock. Seeing everyone's eyes on her made Ruby realizes she said it out loud. "What I mean is maybe we can do it, but…." She trailed off as she looked at who was joining them.

"I agree with her." Said Optimus as he and Cheetor joined the meeting.

"Cheetor! What have you done?" Demanded Rhinox as Blake got ready to act.

"He could go crazy at any moment." She said as she got _Gambol Shroud_ ready to be drawn.

Seeing how everyone was reacting Cheetor spoke up. "It's going to be ok." He told them as Optimus looked like he was trying to keep his cool. "Optimus got it under his thumb. Tell them big bot."

"I… I think I can do this. By channelling this new fighting instinct, we can storm their base… and with your help obtain the anti-virus." Optimus told them, but they weren't sold as Yang slowly made her way into the room, via the other entrance.

"Yeah piece of basic programming." Cheetor said supporting him as he continued. "We blast our way into Scorponok's lab for the anti-virus. All we want here is for big bot here back to normal."

"But can he control it?" Yang asked, surprising everyone that she was the one to say it.

"Hey, they made me what I am today." Started Optimus as he started to look like he was going to lose it. "So, I figure it's time to say thank you. NOW!" As he then fired a blast from his wrist cannon hitting a light.

This caused alarms and lights to go crazy and it didn't help Optimus attuited either. He looked around the room with a crazed look in his eyes as the others were unsure what to do at the moment.

Optimus then growled. "Stupid, Slagging, circuit systems! Shut up!" Yelled Optimus as Yang knew what was going to happen next.

"Everyone get down!" She yelled as Optimus opened fire in the base. Some shots hit the lights, while others went all over the place. Luckily with Yang's warning everyone ducked down in time, but nothing was safe. He fired at the consoles, the walls and even his own crew.

"We have to stop him, before he hurts himself." Rhinox told the others.

Weiss took a quick look at Optimus, before looking back at Rhinox. "How can he hurt himself? I'm more worried about us." She told him as Rattrap agreed with her.

Hearing this Rhinox shook his head, before he got up and rushed Optimus. Luckily for Rhinox Optimus wasn't focused on him so it was easy for him to tackle Optimus to the ground. Seeing that Optimus wasn't shooting at the moment the others rushed over to keep him down. But one by one Optimus knocked them off as he quickly got up as glared at them all.

"You...You don't understand. It's like Dinobot said we've got to hit the Pred's the only way they understand. Hard, fast and right where it hurts." Optimus told them all as he sounded like he was losing it.

He then activated all his weapons, as he gave everyone a look. "But if your caution circuits are overriding your courage, then smelt you all! I don't need you, I don't need ANY OF YOU! I'll handle this myself." And at that Optimus went for the lift as the others couldn't say anything. But then they heard the other lift as they saw Ruby going after him.

Outside the base Optimus activated his jets and just as he was taking off, he felt something jump on his back as he flew through the air. Turning his head Optimus saw Ruby holding onto his back, while avoiding the heat from his jets.

"Let go Ruby." Optimus warned her as Ruby grip tightened.

"Optimus you're not yourself right now. If you go through with this, you'll die!" She pleaded with him.

"Then I'll take some of the Pred's with me." He told as he then flew upwards. "Now let go!"

Ruby said nothing as she felt the g-force starting to build up and her grip loosing. Then out of no where she lost her grip on him and started to fall. Optimus looked down at her as a part of him was telling him to catch her, but another, louder, part told him to continue on. Optimus then flew towards the Darksyde without looking back.

Back with Ruby as she flew toward the ground she brought out _Crescent Rose_ in scythe mode. She then held onto tightly and fired off a shot to slow her descent. At first it was working as she slowed down, as the ground got closer, but then her clip ran out. And before she could reload she fell into some trees. As she fell through them her aura took most of the blows, until it ran out. She then felt cut and scathes across her body as she then hit the ground. Once on the ground Ruby held back tears as she held her right arm in pain. As she bite her lip, she wasn't sure if it was broken or sprained or whatever.

Soon she was able to let go of her right arm and press the distress beacon on her badge. After what felt like forever a ground bridge opened up as Boomer and Weiss rushed through.

Seeing her partner on the ground in pain Weiss rushed over to her, "Ruby! How bad is it?" She asked her as Boomer got ready to pick her up.

"It's my arm." Ruby told them as Boomer looked her right in the eyes.

"I'm going to pick you up the best I can without hurting you Ruby. But I can't promise it won't hurt like a wanker." Boomer informed her as Ruby nodded her head in yes.

Boomer then picked her up as Ruby wanted to cry out. Seeing that Ruby was safe to move the two went back through the ground bridge and into the Maximal base. Once inside Boomer made his way to the CR chamber (That was luckily repaired and not hit when Optimus went banana's) and set her down.

"Hang on sis, you'll be better in no time." Yang to her as Rhinox was about to start it up.

"Wait!" Ruby told him as she saw Cheetor leaving the room. "Cheetor where are you going?"

Cheetor turned around as looked at her. "To the armoury. Optimus will need our help." He told them as Dinobot stepped up.

"It will only lead to your doom. There is no strategy, just blind aggression." He told Cheetor.

"He's right." Added Blake as she added her two cents. "They know we're coming and once we get close they'll open fire on us."

"The what should we do then!?" Cheetor asked everyone as no one said anything.

"We must think like Optimus and do what he would do. The old Optimus." Said Dinobot surprising the others with his idea.

"And what would that be mate?" Asked Boomer.

"Negotiate." He told them.

"No." said Ruby as everyone turned to her. "We don't negotiate, we misdirected them." As everyone wondered what she meant.

 **00000000**

 _ **Vacou, Darksyde**_

At the Darksyde Terrorsaur called Megatron and Adam to the communication area of the bridge to inform them about something.

"We got a Maximal tight beam transmission coming in. It's a little garbled by the energon fields, but…" Said Terrorsaur, but was cut off by Megatron.

"Bring it up, yesss." Megatron told him as Terrorsaur did so.

" **Predacon base come in**." Said Cheetor on the other side.

Hearing this made Megatron and the other wonder why he was calling them. "Um, pussycat, yeesss. State your business." He told him.

" **We are willing to trade for the anti-virus.** " Cheetor told him making Megatron wonder what they hade to offer, but Adam beat him to it.

"What are you willing to trade?" Adam asked Cheetor as Roman entered the room as he eased dropped on their conversation.

" **We are willing to give you our maps on energon deposits, the location of the Schnee energon research institution and Ruby Rose's secret.** " Cheetor told them as Megatron greed got the better of him.

"Very well pussycat send one person and one person only with all the items to our base and the anti-virus is yours." Megatron told him.

" **Optimus is flying there right now. He should be there soon**." Cheetor told him as the line went died.

"That doesn't sound right." Said Roman as everyone turned to him.

"What do you mean Roman." Asked Megatron wondering what he meant.

Roman then lit a cigar as he talked. "I've done a lot of deal and this one feel like they are giving up too much, too much of what we want."

Megatron listened to him and agreed it did feel too easy. The items they were giving up were thing he wanted badly. He then turned to Terrorsaur and Adam. "Terrorsaur contact the guard towers. Tell them to keep a watch for Optimus and to contact the main base as soon as they see him. And Adam I want everyone arm their selves. I won't take any chances here."

 **00000000**

 _ **Vale, Patch, Axalon, A Few Minutes ago**_

Cheetor just finished his call and turned to Ruby who was still sitting in the CR Chamber. "How was that?" He asked her.

"It was good." Ruby told him as she fought back the pain. "It should give Optimus a few minutes of breathing room, before they open fire on him. We need to get over there now and back him up." She told them others only for Rhinox to stop her.

"You're not going anywhere." He told her as Ruby knew he was right. With her arm in the shape it was in, she would be no help to them.

"Be safe." Was all she said to them as Rhinox closed the CR chamber so it could work it's magic on her. He then turned to the others who were battle ready.

"Let's go." Was all Rhinox said as they made their way to the ground bridge.

 **00000000**

 _ **Vacou, Darksyde, Guard Tower 8**_

At one of the newly minted guard towers one team of White Fang members were there, this team was mostly called blue team.

"Man this bites." Yelled one of them as he longed around. "I joined the White Fang to pick up chicks, not watch barren wasteland!"

"Quite your whining and keep a look out for Optimus." Another one said as he turned to face his teammate, though calling him that sometimes was pushing it. "You don't see Caboose whining, do you?"

"Really your using Caboose as an example?" Questioned his teammate as Caboose was using a cardboard tube as a telescope. "The only reason we keep him is for his inhuman strength and that's not even his semblance."

"I spy something long, metal, and heading this way." Said Caboose as both member turned to face him.

"That's a missile Caboose." One of them told him as both looked at each other for a second before both of them yelled the same thing. "A missile!"

They both raced to where Caboose was and looked towards where he was looking and sure enough two missiles were heading there way.

"Son of a bit…." But before they could finish their sentence the missiles hit the tower and all three of them went flying comically though the sky as Optimus continued onwards.

Optimus then saw his target, the Darksyde, as he lowered his face mask and fired two more missiles at the base, creating a hole for him to fly through.

At the same time Megatron was shocked at what happened. "Report!" He demanded at Blackarachnia.

"Two direct hits. Outer haul has been breached." She told him, as Megatron wanted to know one thing.

"By whom?"

Blackarachnia punched in some commands before answering. "By Optimus." She told him as Roman grinned.

"Told you things sounded too good to be true." He boasted as no one listened to him.

Megatron went over to the comm system as he started to give orders. "Tarantulas take squad 2 and 3 and destroy the intruder."

Back with Optimus he was walking through the base looking for the anti-virus as Tarantulas dropped in from behind him and as the two squads appeared before him.

"Freeze!" One of them shouted as the people near him gave him the 'are you serious' look.

But Optimus didn't care about them as he turned to face Tarantulas as Tarantulas pulled out his gun that was load with a hook missile and fired. But to everyone surprise Optimus just grabbed it with his left-hand and he then wiggled his right-hand in a no fashion like you would to a little kid.

Optimus then started to walk towards Tarantulas, who took a step back in fear. Tarantulas then fired on Optimus with his machine gun legs. But to everyone's shock Optimus keep walking forward as the White Fang members took cover from the fire.

Soon Optimus was nearly right in front of Tarantulas, filled with bullet holes as Tarantulas looked at him with fear. Once Optimus was right in front of him, he grabbed Tarantulas causing his firing to stop and he then pinned him to the wall. Optimus then brought Tarantulas hook missile to his face as Tarantulas looked at it with fear, while the White Fang members were to scared to move. Optimus then stabbed Tarantulas with the hook right through his stomach pinning him to the wall. Optimus then looked at the White Fang members and growled.

"You know I forgot to close the fridge door. I better go close it." One member said as he ran away. Seeing him run the rest did too not wanting the same thing that happened to Tarantulas to happen to one of them.

Back with Megatron he watched as Optimus left Tarantulas hanging to the wall. 'This wasn't supposed to happen! He supposed to be a coward not a berserker.' Thought Megatron as he watched the screen.

" **This is guard tower 7. We have Maximals entering the edge of our zone! Orders!** " Said a guard over the radio.

Hearing this Megatron went and answered them. "Leave them be for now." He told them as he turned to Adam and Roman. "Adam take Terrorsaur, Blackarachnia and three squads with you. I don't want any more Maximals inside the base. Roman I want you to organize he hunt for Optimus. Guide him to Scorponok's lab the best you can and keep the girl away from there." Megatron ordered them as they all knew who the girl was, as they went out and followed his orders.

Meanwhile with Cinder and her crew they were making their way to Scorponok's lab hoping to get the collar off Cinder. But as they walked Emerald was looking all over the place.

"Emerald what's wrong?" Cinder asked her wondering what was causing her to worry so much.

"It's Optimus." She told her as Cinder raised an eyebrow at what she said. "I heard he impaled Tarantulas to a wall."

Hearing this did cause Cinder to worry. If Optimus did that to a bot what would he do to an organic.

"Your worrying about nothing. Optimus is no where near us." Mercury told Emerald as he leaned against a wall.

"Says you." Emerald told him as she turned to Cinder. "I think we should leave Cinder."

"Why should we leave? This could be the best chance to get this collar of me." Asked Cinder as she wanted this collar off her more then anything and especially before some people she knew see's her with it on.

"My gut." Emerald told her as she was a thief before Cinder found her and her gut had saved her more times then she could count.

But before anyone could retort her they heard Optimus yelling, putting them all on edge. Cinder and Emerald went back to back as Mercury kept his back to the wall. They could hear him getting closer and closer. Emerald and Cinder both brought out their weapons and Mercury got into a kicking stance. But then the noise stopped as the three of them looked at each other wondering what was going on.

Then out of no where Optimus arms came out the wall behind Mercury as they grabbed them and pulled him through the wall. Optimus then tossed Mercury into the wall behind him with a 'thud' as he turned and looked at the girls in front of him. As the girls were about to rush him Optimus fired his missiles at the ceiling above them causing it to fall on them, trapping them beneath it.

Optimus then turned to Mercury, who just got up and glared at him. As Mercury jumped up to blast him with a kick, Optimus was faster and shot him at his feet with his wrist cannon. When the blast connected it destroyed his fake foot. Seeing this Optimus gave him a wicked grin as he brought out his machete and cut his other foot off.

Optimus looked down at Mercury who was helpless without his shotgun shoes. "See yea punk." Said Optimus as he walked away. Mercury could only look on as Optimus disappeared from his view as he screamed out in frustration. At the same time Cinder used her powers to blow the destroyed ceiling off her and Emerald.

All three of them looked at each other and knew that they were done for now, as the girls helped Mercury up and they then headed to the med bay to fix him up.

At the same time the Maximals came charging at the Darksyde guns firing as Adam lead a team to stop them. As the Maximals took cover Adam looked at them and saw Boomer and Blake. He looked at the two of them and wondered who he should go for first. But for right now he was focused and making sure none of them got inside the base. But then he noticed Ruby wasn't with them.

"Eric, take a few men and check the area. One of them isn't here." Ordered Adam as Eric and a few men left to try to find Ruby.

As the Maximals were fighting to get inside, Optimus was slowly making his way to Scorponok's lab. But as he was walking he heard Cheetor's voice.

'Is there any of the old Optimus in there?' He heard the voice asked him as it continued. 'Don't let it go big bot. Don't let this thing twig you out of control.'

Optimus then remembered how he was telling Yang not to act so rash and to look at the situation first then act as he entered Scorponok's lab and started to look around as he thought about Cheetor and Yang.

Back with others they knew they need to move, but they were pinned by the White fang. Rhinox knew time wasn't on their side as he remembered a move Ruby thought up with Dinobot and Weiss.

"Magnifier!" Yelled Out Rhinox as the two knew what he meant. Weiss them made a magnifying glass made of ice in front of Dinobot. Dinobot then fired his eye laser into it. The magnifying glass took Dinobot's laser and amplified it a few times as it fired out a huge laser blast at the White fang. Seeing this they all got out of the way as fast as they could.

Seeing a clear path Rhinox turned to Cheetor. "Cheetor now." He told him as Cheetor changed into beast mode and rushed into the base.

Adam saw this and yelled out to him men. "Stop him!" but it was too late as Cheetor was already inside and the other Maximals were continuing to fire on them.

Meanwhile Optimus was looking around Scorponok's lab looking for the anti-virus when he saw a note on a nearby desk. Wondering what it was Optimus picked it up and saw someone written on it. Curious what it said he read it.

'Look to your left' It said as Optimus knew it was Roman who wrote it. He then looked to his left and saw an empty stand with another note. This one saying 'Oh too bad. Better luck next time'.

Seeing it made Optimus furious, but at that moment his body choose to let him feel all the pain he had built up so far as he feel to his knee's.

"Looking for this, perhaps?" Said Megatron as he walked out of the shadows, as he Optimus turned to glare at him.

"Gorilla warfare suits you. The old Optimus would have never made it this far." Complemented Megatron as he made his way over to Optimus.

"What… is it you want?" Optimus asked his weakly as he tried to get up.

"Your allegiance in exchange for the anti-virus. Or you can give me the secret that is Ruby Rose. Your choice." Megatron told him putting Optimus in a tuff situation.

"And if I refuse?" Asked Optimus wondering what Megatron had in mind.

"You can not refuse. NO! Not if you want to survive. You have your options. Now choose!" Said Megatron as he walked right into Optimus's face.

Optimus thought about his options before making a choice. He then stood up and looked Megatron right in the eyes. "Then I choose the third option." Optimus told Megatron confusing the Predacon leader.

"Let us end it here and now Megatron." Continued Optimus as he then went for the cyber bee on his chest as he ripped it off his chest, shocking Megatron.

"You fool! You'll destroy us all." Said Megatron as he started to back up, before he turned and ran.

"Here's a little trick I learnt for a flower Megatron." Said Optimus as he threw the cyber bee at Megatron as it landed on the middle of his neck. The sudden jolt then caused Megatron to let go of the anti-virus.

Optimus could only watch as the anti-virus topple through the air as it started to fall to the ground. He didn't even care as Megatron ran off yelling 'Scorponok'. The out of no where Cheetor rushed in as he jumped and transformed, catching the anti-virus.

"Spark… fading." Cheetor heard Optimus said as he looked over to him only to see him fall over.

"Hang on big bot! I got the anti-virus right here." Said Cheetor as he rushed over to him as he then injected him with the cure. As the cure went throughout Optimus's system he could feel himself getting better.

Even Cheetor could see that Optimus was back to normal. "Yes! We're online. Let's bail before that thing blows." Said Cheetor as the two of them quickly left.

At the same time Megatron found Scorponok who was with Roman. "Get this thing off of me, NOW!" Ordered Megatron as Roman took a look at the cyber bee.

"I just remembered, I need to see a contact about some energon to grab." Said Roman as he ran away as fast as he could.

Back outside the Maximals were staring to loss ground as they knew they had to leave soon or else they might never.

"Time to fade hero's!" Yelled Cheetor as he and Optimus came running out the base firing at the White fang creating a path for them to run out of. Seeing they completed their mission, the others started to fall back giving Optimus and Cheetor some covering fire.

They then heard some explosions and Optimus knew that the cyber bee exploded. It probably didn't kill Megatron, but he'll be sore for days to come.

 **00000000**

 _ **Vale, Patch, Axalon, The next day**_

After getting back to the Axalon Optimus collapsed from everything he'd been though. So after making sure he was ok, they laid him down in his room as he rested.

It was the start of the evening when Optimus finally woke up. He rubbed his head a few times as he slowly sat up. He looked to his left and saw Yang sitting there.

"I see you got bed side duty Yang. That not like you." Said Optimus as Yang was glad to see he was finally up.

"I was my turn." She told him as she continued. "It has given me time to think about things."

"Such as?" Asked Optimus wondering what was on her mind.

"How you were right." She told him as Optimus was glad it finally got though to her. "Seeing you act the way you did, it showed me how much I was like that. If I stayed that way who knows what could have happened to me and those around me."

Optimus then sat up more and place a hand on her shoulder. "We wouldn't let anything happen, but I'm glad that you understand now."

Optimus then remembered something, something he wasn't proud of. "How's Ruby?"

Yang looked him in the eye and could see he felt terrible for what happened. "She's fine. She had a broken arm, but some time in the CR chamber and she's good as new." Yang told him, easing Optimus's worry.

Optimus then laid back down as Yang got up. "I'd better tell Rhinox your up." Said Yang as she started to make her way to the door only to stop. "It's good to have you back." She told him.

"Back home or back to normal?" Optimus asked her as Yang replied without a second thought.

"Both." She told him with a smile as Optimus smiled as well as she left the room. Optimus then looked to his right a saw some flowers with a not saying 'get well soon. Team RWBY'. Seeing it caused him to smile even more as he relaxed and enjoyed the peace and quiet.

 **I know there are some of you out there thinking how did Ruby brake/sprain her arm, her aura should have taken a fall. That's true but such a fall combined with the hits from the trees drained her aura faster. Therefore, not protecting her when she hit the ground.**

 **And others are probably wondering why did Optimus cut Mercury foot off. Remember he is not in the right mind set, so cutting for his fake foot made sense to him.**

 **Onto other matters Yang now no longer charges into situations head first now. Though it will be a work in progress for her.**

 **I hope you enjoyed this chapter. Until next time.**


End file.
